A Plumber Among Marvels
by yurei king
Summary: A man lost in despair is given an offer by a master of time. A chance in a world far removed from the realities he has seen, to begin anew surrounded by marvels and horrors the likes of which he couldn't imagine. You can't go home again, but maybe, just maybe, he could build a new one.
1. Chapter 1

**Greetings all! Welcome to this little tidbit I have here. Now, this is more a testing of the waters than anything else. I'm setting it up here and seeing what kind of reaction I'll be getting.**

 **If reactions are positive, I'll try and make this a more constant part of my update schedule.**

 **Though to be honest, Marvel universe is huge, complicated, and just all kinds of insane. So for that reason, updates may be a bit spaced out as I try and make this universe flow.**

 **Anyway, I hope you all enjoy the prologue/first chapter/test subject whatever ya wanna call it that is this.**

 **More in AN down below, so without further ado…on with the chapter!**

 **XXXXX**

"Dr. Strange," one of two men addressed his companion as they stepped out into the mansion's entrance hall. "May I ask who we are expecting?" The speaker was of Asian descent, sporting a tall and broad frame of one who diligently trained in the martial arts. His wardrobe consisted of a dark green, sleeveless tunic of cloth bound at his waist with a black sash over a long-sleeved shirt whose sleeves fit to his well-muscled arms. A pair of dark brown pants of silk covered his legs with the cuffs tucked into cloth boots.

The man to whom the martial artist had been speaking was even taller than himself, sporting a head of well-groomed black hair, though at his temples there were hints of gray, and a neatly trimmed goatee. His clothing was similar to his companions though in place of the dark green was a navy tunic secured by a yellow sash. About his shoulders rested a high-collared cloak that fluttered as he walked. His gray eyes turned momentarily to his companion and fellow master of the mystic arts before returning to their examining of the hall from atop the landing which looked down onto it. A staircase descended along the circular halls to the left and right, leaving a wide, open space where the symbol of their order was inlaid upon the floor with a pair of glass double doors leading out into the bustling streets of New York City.

"A friend I met during one of my voyages into the time stream," he finally replied. "He is quite knowledgeable in the subject and taught me a great many things in our time together."

"May I ask his name?"

"He doesn't remember it," was the odd reply. "Apparently his first foray with manipulating time forced him through an event horizon of his own creation, isolating him in a plane of existence beyond time itself. He was there for so long that he went insane and then actually got bored of it so managed to make himself mentally sound while in the meantime completely coming to understand all the fundamental laws of space and time."

"If he does not remember his own name, what does he call himself?" Strange opened his mouth to reply only for a new voice to supply the requested information.

"Paradox," the cultured voice said. Both men turned their attention to the lower floor to find two visitors had appeared as if out of thin air. The man who spoke had all the marks of a scientist. A white lab coat over a tweed vest, white button up shirt and black slacks. Around his neck rested a set of green goggles and his hands rested upon a wooden cane with a bronze knob on its top. "Professor Paradox actually. Good to see you Stephen, how's Clea?" He suddenly frowned. "Oh wait, never mind you haven't met her yet. Anyway, it's good to see you and Wong again…or is this the first time we're meeting sir? It's so hard to remember which time I'm in sometimes."

"Paradox," the firm, yet friendly tone of the Sorcerer Supreme stopped him from continuing. "I received your missive, is this the young man you wished me to look after?"

The attention of the three men turned to look at the fourth member of this…interesting meeting. By the set of his features, the doctor would make an educated guess that he was either just on the cusp of his twentieth year or had only recently passed it. He also noticed his expression being one the magical practitioners could only describe as haunted. In truth, Strange had witnessed this look before. Before the accident that had served as a catalyst to his foray into the mystic arts he had been a surgeon of incredible skill in his own humble opinion. A neurosurgeon in particular, he had lost count of the number of military personnel he had found on his table and while he never really talked with them, it wasn't his job to make nice just save their lives, he had seen their eyes.

Haunted was the best word to describe what he had seen. As if they were living the same horrible moment over and over again. To bolster the image was a canvas bag exactly like he'd seen military using at times, seabags he believed they were called, draped over one shoulder and held in place by his left hand.

"Yes," the time-traveling scientist replied as he placed a hand on the man's shoulder, having to reach just a little higher than his own to do it. "Gentlemen, I present Benjamin Tennyson, though he prefers just going by Ben unless absolutely necessary."

"Nice to meet you," the introduced Ben answered with a slight wave of his free hand. He tried to smile, but it was obviously strained.

None of them called him on it, instead Strange's cloak seemed to come alive, lifting itself slightly and he began to hover into the air. Unable to help the slight quirking of his lips into a smirk, the sorcerer directed his flight downward to stand before the young man and offer his hand for a shake. "Nice to meet you as well Ben," he replied as the man gripped his hand in a firm but not obnoxiously strong grip. "My name is Dr. Stephen Strange, but you can call me Stephen during informal matters. I bid you welcome to the New York Sanctum."

He paused to wave at his associate and manservant who had used the stairs to reach the floor while the doctor was introducing himself. "This is Wong, he will show you where you will be staying during your time here while Paradox and I catch up."

The young man nodded, sharing a parting handshake with his guide to this world before following Wong into the mansion. The men left behind waited for the doors to close before turning to face one another. "You were not specific when we last spoke," the smile had left Stephen's face replaced only with stern control. "How bad is it?"

"Incredibly," Paradox's own expression mirrored that of the good doctor. "It is not my story to share thus I shall not. But I will say that he has lost just shy **everything** he holds dear, and what he does have he would trade in the blink of an eye for the rest. I was forbidden by the higher powers of our realities to meddle, but I tried everything I could think of to warn him, to give him a chance to prevent the catastrophe…but it wasn't enough." The wood of the professor's cane creaked under the pressure of his grip tightening and for a moment there was a field of distorted space-time as his self-control slipped. Strange began to reach out in an effort to help his friend but paused when he sighed, letting the tension slowly ebb.

"I managed to convince the 'highest authority' to let this Ben leave his realities. Not just move to an alternate one to help a version of himself but leave all traces of himself behind. I had to make some…promises to get permission but I managed in the end. I'm just grateful you were willing to harbor him at least for a time."

"A short time," Stephen insisted. "Unfortunately, I am greatly hindered in my ability to help him considering my need to defend our realm from incursion. Plus, trauma like what you're hinting at is not in my purview of treatment. I never bothered with psychology, not even in my few dabbles with time travel."

"I understand that, but you have connections to get him installed in this world for now," Paradox replied. "And we already talked about you approaching someone who **can** help him."

"Yes, and I'll call Charles once he's had some time to get used to this new reality. But that could be some time."

"A couple of months isn't long, especially for people like us," the traveler groused, but sighed again. "Still, he could do some good in this timeline, especially with what I saw moving in the streams on our way here." Stephen nodded at that. He felt brief temptation to inquire further on such a subject but knew there were laws binding the man before him from answering with any real detail. He had first seen the stream of time in his studies of scrying, but only in brief flashes with no real substance in their information when one was searching for hints of the future.

"I will do what I can for him," he finally said.

"That is all I ask my friend." Professor and Doctor shared a handshake of their own before Paradox drew out a bronze pocket watch. "Ah, I see my time here is at its end. Tell Benjamin I will try to visit eventually when I next get permission." With that and a brief wave, the quirky professor vanished as if he had never been standing there in the first place. Strange shook his head at such flawless movement through time, honestly the man was truly a master of his craft.

He turned to reenter his home, and between one step and the next he was standing outside the door to the guest room Wong had led Ben toward. A light knock was answered moments later by the young man opening the door. "Hello again Ben," he chuckled while the young man seemed to role his eyes good-naturedly. "I know you most likely would enjoy getting settled, but I was thinking of having some tea and thought we could talk a while."

"Sure thing," the dimensional interloper replied, stepping out and closing the door behind him. He fell into step with his host while running a hand through his already unkempt brown hair. "So, what kind of doctor are you anyway if you don't mind my asking? Paradox just said you were a friend, guy never was big on specifics."

"I made my career as a talented neurosurgeon," he replied while leading his guest into a room with a large table as its centerpiece. Wong was already there, setting down a tray which bore a fresh pot of tea and two cups. He gave the two a small nod before walking off, having plenty of duties to attend. "But recently I was forced to…I suppose change career paths would be an apt description. See, I was in an accident that greatly damaged my hands."

From there the mystical master continued to regale his visitor of his fall into despair and his drive to return to his former glory. Modern medicine, that which he had devoted his life to and had his own hand in extending, had failed him and the desperation born from repeated failure led him to seeking out, alternative treatments. Thus, the story turned to his search eventually leading him to the Himalayas and the monastery of the Ancient One. Ben was entranced throughout the telling, and when he finished with the parting ways with his former mentor and the man who would later become his adversary, Mordo.

When the story ended, the young man returned the favor by sharing the origin of his own incredible journey. First, he held up his left arm to show Stephen the device secured there. The doctor had believed it a unique watch at first, bands of solid green securing it to his wrist and a round face. But upon actually inspecting the device he noticed instead of giving a time the display showed a green hourglass on a field of gray. The hourglass began to glow, a soft chime to go with the green light.

"This—" he said "—is the Omnitrix. It was invented by an alien in my home reality named Azmuth as a way to help different alien species understand each other on a personal level. It allows whoever uses it to transform into different aliens using DNA."

From that brief explanation he went on to share how it had come to be attached to his arm as well as a few of the adventures and misadventures that had followed it. His stories had Stephen laughing at times and contemplative at others, though the man was able to easily discern that he had been leaving large amounts of information out about the forms he had taken. He shrugged it off however, believing that Paradox would not bring a villain to his doorstep to ruin a timeline after all.

He also noticed the pained looks the young man tried to hide, pauses when he mentioned certain names like those of his cousin, Gwen, and grandfather, Max. Thanks to Paradox he had an idea, if extremely vague, of what had happened, especially when he saw the rage in those green eyes when the name Vilgaxwas mentioned. But he would not pry, a fact he made sure to tell the lad when it came up.

"From what I can tell you are a grown man Mr. Tennyson," he said with fingers steepled before his face. "Thus, I will not try to dictate your life to you. But, I do also know you will need help to ease the pain in your heart eventually, thus I wish to inform you of something." When the man gave a firm, but wary, nod and wave to continue he did so. "In this reality, humanity is a bit more…diverse. There exists…I suppose a scientist would call it a subspecies…of Homo Sapiens. Some foolish, or arrogant, soul has dubbed them Homo Sapiens 'Superior' which has led to quite a bit of issues let me tell you. However, the most common term is mutant. They are humans born with an extra gene in their DNA which, upon activating, grants them some ability or other beyond the—" he raised his hands to emphasize quotation marks "—'normal' if there ever was such a thing."

"And?"

"Knowledge of them is not quite common, more back chatter, rumor and speculation among the public than anything else. But, there is a man named Charles Xavier who has recently turned his family's home into a school he hopes will serve as a place to train mutants to control their abilities and encourage them to live peacefully with other humans." He sighed. "To be honest I believe it is a good goal to have, though I find he is a bit more passive than I think he should be, but I am too busy with protecting our world from forces beyond the veil to focus on such matters. But you have been doing the 'hero work' since you were ten which would be eleven years now?"

"Once December comes around it'll be ten actually."

Stephen nodded. "I believe your years of experience and training could be useful to help train the students he has and may eventually gather."

Ben sat back in the comfortable chair, his mind focused on the subject that he only barely registered they had seemed to have been moved from the dinner table to a new room. This one with a window in the same shape as the symbol he had seen on the floor when Paradox had dropped him off. Though the tea set seemed to have followed them in this odd traveling.

Still, he rubbed at his stubbled chin as he gave the matter at hand the greater part of his attention. "Is he planning to give them combat training?"

"Training to defend themselves most definitely. Along with a focus on control, but when we talked of the subject once before he explained that a reason for it was he knew there was going to be negative reactions to the presence of mutants. For that reason, he intends to create a group that can rescue those in danger while also standing as an example for the good humans and mutants can do together."

Ben sighed. "Well, at least he's not naïve enough to think words alone would be good enough. Some people," he paused, brow furrowed. "Some people **cannot** be reasoned with."

"Indeed," Stephen nodded, but spoke no more as he watched the man contemplate his words.

Eventually, Ben sighed and reached to drain his cup of tea for what had to have been the tenth time since their talk had started. "I'll consider it, but for now what all am I going to be doing while I'm here?"

"Well for the most part you are free to do as you like as long as you stick to a few guidelines while inside the sanctum. First of all, any rooms marked with the symbol—" he pointed a thumb over his shoulder at the large window through which Ben realized that day had long since fallen into night during their talk "—on their doors are off limits to any but my fellow practitioners thus I ask you to avoid them. Do not touch any of the items that even **appear** like they might be important for you may unleash either disaster upon the world or just yourself which I think both circumstances are types you would like to avoid. I will provide you a small stipend for now until you either provide me with an answer to my offer or we find an occupation best suiting your abilities. Understood?"

"Understood."

"Very well, now it is late, and I will be busy in the morning." The two rose to their feet and Ben felt a twist almost like the floor had jerked beneath his feet momentarily. His hand reached out to grab the table but found a wall instead. Blinking, he looked up to find himself standing before the closed door of his new room. "Wong shall wake you for breakfast, and then provide a tour of areas you are allowed to enter."

Still confused by the sudden shift in environment, Ben quietly shook his host's hand one last time before stepping back into his room. He was immediately met with the same spartan design as he had found when first shown the door. A single bed large enough to support a man of his stature upon which his bag rested, a nightstand with an empty top, a door leading into a bathroom open and waiting for use. He stepped up to the single window but upon looking through the glass found himself not looking into an alley or street of a busy city, but instead was greeted with the view of rolling hills in the distance. A thick carpet of healthy green grass covered everything and off in the distance he could see the beginnings of a thick forest of massive trees.

Shaking his head at the random sight, he couldn't help but chuckle before turning back to his bag. With practiced ease it was set on its bottom end and opened. From within he drew a few bundles of clothes rolled together to further compact and make space which he set to the side. Next to come out was a picture frame which he set on the nightstand after holding it for a time. The picture held inside was a group standing in front of the grill of a camper that looked like it had been around the world a few times.

Next to Ben stood a woman of similar age but with ginger hair, her eyes just as green as his own glimmering with amusement as they stood with an arm over each other's shoulder. She was dressed in a long blue coat, its hood just barely visible over the shoulder, and in a line down one arm were six circles marked with glowing sigils.

At the woman's other side stood another man, this one taller than Ben and sporting a long mane of thick black hair he let hang in an unkempt curtain around his head. The formfitting black shirt he wore showed the muscles in his crossed arms and the confident smirk his lips were quirked into was as good as a flashing billboard to show the demeanor of this man.

Behind them all stood an older man dressed in a red Hawaiian shirt, gray hair cropped short and manageable while a matching beard adorned his chin. He would have looked the average grandfather, if it weren't for the fact that his right arm was quite obviously robotic in nature. The gleam of its metal from where he had placed it on the girl's shoulder obvious.

It was the picture of a team, and a family. After staring at it for a time Ben again reached into the bag, and the picture he drew out this time he stared at for an even longer time. This one was thinner and taller than the first, and only showed two people. In this photograph, a grinning Ben was looking at the camera with one arm around a young woman's waist. Dressed in what looked to be a uniform of red shirt under overall-like olive pants, one could just make out the hilt of a sword over her right shoulder. Her features were Native American, her long black hair tied back in a ponytail, its holder also bearing a pair of feathers. Her brown eyes and wide smile showed her own happiness, along with the fact she had her own arm over Ben's shoulder while other was extended towards the looker to disappear beyond the border making it obvious who was taking the photo.

The hand gripping the frame on the side the woman stood one extended one thumb, tracing her chin while the pained expression grew more pronounced on the young man's face. Finally, with a sigh loaded down with the weight of his emotions, he set it down with the other before closing the bag once again and placing it on the floor at the bed's foot. He next grabbed the clothes he'd set out and stepped into the bathroom.

There, he shucked the simple black tee shirt he had been wearing, followed by his boots and cargo pants which he left in a pile on the ground for the time being as he stepped into the shower. Cleaned and dried, he replaced his original attire with a pair of dark green pajamas before crawling into the incredibly comfortable bed that seemed to be calling his name. He lay there for a time, emerald eyes staring at the ceiling until the lids slowly drooped closed, his breathing slowed…and he faded off to sleep wondering what new adventures awaited him in this reality.

 **XXXXX**

The next morning Ben shared the morning meal with Wong, the man wearing a set of dark red robes trimmed in gold this time. In comparison to the time spent with Stephen, Ben found his other host to be more stoic, not even cracking smiles at the few quips he made as they ate the modest breakfast of bacon and eggs. Though he did answer a few questions, they were mostly with saying he would provide a map to certain points of interest in New York and any places he asked about after he said would be included in the map.

The only time he showed a real reaction was after they had finished eating. Wong had waved a hand, sending the dishes off to who knows where and was about to start the tour when Ben cut him off. "Do you have a place I can get some exercise?" He scratched at the back of his head. "I've…got some energy I'd like to burn off." The smile the Asian man gave before he answered made the shape changer a little uneasy.

Later, when the air was forcefully expelled from Ben's lungs after a shoulder throw had him landing hard on sanded ground, he felt justified for the unease. Turns out, the order Wong and Stephen were part of made sure its students were taught in martial arts. On top of that, Wong had briefly explained he had grown up learning the style along with other members of his small family.

For this reason, within the glamour-hidden compound there was an outdoor area designated for physical fitness and practice in the art. Ben and Wong were using the area that had been layered with a thick floor of sand to provide some cushioning for impact along with providing a challenge with the shifting terrain.

Both men had worked up a sweat during the spar. Wong finding Ben an adequate opponent while the young man was grinning at the challenge his host provided. Their style of combat couldn't have been more different as well. Wong's style was economical, poised and under control. He seemed to prefer a mostly defensive front, blocking and redirecting Ben's attacks while using openings to land strong hits.

Ben, on the other hand, was a mobile fighter. He got in, hands up in a typical boxer's stance, dodging around blows and countering with precise jabs and kicks. But straightforward as that sounded, Wong had learned the hard way that Ben was able to adapt to situations very well. Switching from kickboxing to grappling and beyond in a method so fluid the master recognized he had trained to do so.

Still, tenacity may be an incredibly gracious boon to one trained to use it as Ben had, but Wong's experience won the day which had ended with the man kneeling before the prone youth's head with a knife hand aimed at his throat. "Submit?"

Ben nodded with a chuckle while Wong smiled and returned to his feet. The tired former galactic policeman sat up and rested one arm on a knee as he slowly let his breathing calm, relishing the old familiar pounding of his heartbeat in his head. "You fought well," he heard Wong say and looked up to find his host offering a hand up which he gratefully accepted. "I can see you have been well trained."

"Thanks, I'm sure my teachers would have felt a modicum of pride for such praise," he snarked while stretching. "Man, you're good, and thanks for the help in burning off some steam.

"It was my pleasure. Our order has been reduced greatly in past conflicts, so I am the only one here when the doctor is out. Makes it hard to find sparing partners. The lack of good opponents has left me feeling restless of late myself, so I am thankful for the chance to face you."

"In that case how about we do this again tomorrow?"

"I would welcome such an arrangement, but for now I suggest a session of meditation followed by a shower." Both men looked down at themselves and grimaced slightly. They were currently shirtless, neither really wanting to get more clothes than necessary covered in sand if they could help it and sweat mixed with sand was caked onto their bodies and pants.

"Yeah," Ben sighed. "That's a good idea."

He followed Wong to one of the doors leading out of the training yard. Stepping through he immediately picked up the fragrant odor of flowers, finding himself in a small, well-kept garden. A thin, manmade brook moved through this little haven, passing right next to an area where several mats had been laid out in a circle. Wong moved to one of them, dropping into a cross-legged position and resting his hands in his lap. "Have you practiced meditation before?"

"Surprisingly yes," Ben dropped down across from the mystical practitioner into the exact mirror of his position. "My…my cousin made me learn, said it would help shave off some of the excess energy I've got."

"And was she right?"

The smile on Ben's face turned nostalgic, if somewhat strained. "Yeah, it really helped when I got twitchy in between study sessions in high school and later the college classes we took online."

"Good, then at least I won't have to talk you through the exercise. I believe half an hour would be good for us after such a session of physical exercise. Will that work for you?" Ben nodded. "Alright, then after we have showered I will begin the tour once again." The duo closed their eyes after that, neither speaking again for the remainder of their time in the garden as they breathed deeply and let their bodies relax.

The next weeks settled into a loose routine after that first day. Every morning, Ben would wake just before dawn and jog around the neighborhood for around an hour. After returning he would meet with Wong to spar, the two getting more familiar with their opponent's style and tells making for an increasingly challenging match each time. Sparing and some other exercises would lead to meditation, a shower and late breakfast. After that, Ben was mostly left to his devices, studying his new home world's history and sciences on a laptop Stephen had provided. There were, however, times of interest shared with both men as well.

 **XXXXX**

"Wait…so you're not his butler, or is it manservant?" Ben set his coffee down to stare at Wong as he scooped another helping of scrambled eggs onto his plate. "Or would attendant be a better word?"

"I both am, and am not, to be frank," the clean-shaved man replied. "My family has served the Sorcerer Supreme for generations so when Dr. Strange took up the mantle and position I had expected to simply continue my family's sworn duty. However, due to several issues we lost a number of our masters, so I was ordered to take up the position as the official keeper of New York's Sanctum. I defer to the doctor when he is here of course, just as all keepers do, but when he is not I am in charge of the manor and its upkeep."

Ben blinked at that. "Huh…learn something new every day I guess."

Wong nodded before settling back into his meal.

 _Good talk,_ he thought with a wry chuckle before following his host's example.

 **XXXXX**

"You own all of these?"

Stephen chuckled at the young man's gobsmacked expression his expressive face was sporting as they stepped into the garage of his own. It wasn't filled with as many cars as before, having sold quite a few during his desperate struggle to fix his hands, but the ones he kept were well worth having around. "Yes, despite the fact I may no longer be able to practice my former profession because of my hands I am still well connected and make time to consult which still brings in a great deal of money."

The fact most of what he didn't spend to keep his public persona alive for certain reasons was put toward helping with the efforts of the order went unsaid. Not everything he did would be explained to Ben after all. Still, needs must.

"Anyhow, I am about to embark for one my appointments here in New York and thought it would be a perfect opportunity to show my collection." He was going to explain more but noticed Ben had moved toward one of his more prized muscle cars and smirked. "Ah, so you're a fan of the Thunderbird?"

"Heh, so it's got the same name here too," the young man chuckled as he examined the piece of art before him. "Design's a little different than the ones I saw in my old home universe. What year is it?"

"Nineteen Sixty-Five," he smiled fondly as one hand rested on the black painted hood of the car. "Tenth Anniversary Edition, a rare jewel I was happy to obtain, though like most cars of the time the mileage isn't the greatest compared to modern vehicles."

"Bet I could fix that easy," the comment from Ben seemed to be made almost in passing, as if not really considering it. "Well, I've learned some stuff about mechanics and could do some things but one of my aliens could a **lot** with an engine." He chuckled. "Of course, as him I'd get carried away and build a completely different engine that wouldn't need anything but maybe a cup of water to run."

"Would you like to try?" Green eyes jerked around to meet steel gray, an unspoken question in the look. He pointed toward one of the garage's far corners where a bunch of objects were covered in sheets to protect from dust. "I had personal mechanics and I bought all the tools and such things for when they worked. They aren't here anymore but the tools are. I haven't driven this old girl in years even before the accident. Why don't we see what you can do?"

By the time Stephen had to leave an hour later to attend a meeting, the car was on a lift and loud music was playing from speakers throughout the garage. Dressed in a muscle shirt and jeans, Ben was checking everything on the vehicle. Needed to make sure it was in complete working order before even **thinking** of unleashing his brainy aliens onto it.

 **XXXXX**

Ben recognized the colorful bunch of papers as soon as Stephen handed it over. "I didn't take you for a comic book fan doc."

Stephen chuckled as Ben accepted the offered book and took the seat across his desk in his personal office's study. "Truthfully, I am not normally the type to hold interest in such things as I prefer more cultured forms of entertainment. But, this serves as a good visual example of what we need to discuss. Take a look at the title."

"Captain America?"

"Exactly," Stephen rested his elbows on his desk, fingers intertwined and held just beneath his chin. "I noticed that in your questions to myself, Wong, and other observations that you have focused more on older history and have been working your way to the present with your research of this reality, but you haven't gotten to our version of the World Wars just yet. I can hazard a guess that you will be resuming your heroic ways once you've gotten some level of stability yes?" Ben nodded. "Then I am going to need to brief you on something **incredibly** important. Our world has played host to what most would call superheroes and, naturally, supervillains. Captain America is not only the most well-known, he is also one of the most memorable."

Ben gaped open mouthed at the man sitting across from him, green eyes dropping to stare at the comic book's cover. The image was of a man dressed in a bright suit of what appeared to be spandex, a single white star emblazoned onto a chest of blue with vertical red and white stripes from the bottom of his pectoral area to his waist. Blue trousers were tucked into red boots that looked like something you'd see on a pirate costume and one red gloved arm was on the follow-through of a punch that seemed to have been delivered to the chin of…Adolf Hitler. Yeah, that got a raised eyebrow and chuckle for the slight corniness of such a spectacle.

A kite shield was propped up with the opposite hand to deflect a bullet, this one marked with similar designs as the man's costume. The final piece of the ensemble was a blue helmet complete with eye holes to protect his identity, though how it did that by leaving the lower half of his head and his ears uncovered he wasn't sure. Painted onto the helmet's forehead was a bold white 'A' framed with wings extending from the temples.

Shaking his head at it all, he let the hand holding the little book fall to his lap and looked up to his host. He searched the calm visage for any sign of deceit or mischief, but there was none. No twinkle in the eye, or twitch of lips trying to form a smirk. Realizing he was serious, the man gave a slight wave inviting him to continue.

"Captain America," the sorcerer began, "first appeared on a stage in Brooklyn, accompanied by dancing girls and making speeches to gather support for the war effort. He toured across the country, pretending to punch the nefarious German leader and rallying people. Then, the USO arranged for the 'captain' to take this tour out among the armed forces deployed into the hell known as war. It was a PR stunt of course, but they also hoped he could boost morale among the troops. Then, after one show he seemed to disappear, returning the next day with a troupe of allied soldiers that had been captured by German forces and imprisoned in a camp meant to create super soldiers under the command of Johann Schmidt."

Those gray eyes darkened. "I have peered into the past on several occasions, trying to learn more about this world so that I may better serve in my station as the supernatural guardian of our home, and I have seen the works done by that man. Were he to appear before me, I would not hesitate to end his existence and condemn him to the darkest pits of the afterlife. He is cruel, cunning, ruthless, and bearing a kind of sick charisma that allowed him to move up the ranks until becoming the second most powerful man in Hitler's forces. The Führer himself trained him as well as ensuring he received the best training in areas he was not capable of teaching. He created a monster."

"It is also through my studies of the past that I found out what exactly had been done to result in the man who would become Captain America. It all started, with a man named Dr. Abraham Erskine."

Once more, the Sorcerer Supreme began to weave tails of wonder for an avid audience of one. He told of the research into the Super Soldier serum. Stories of the infamous Red Skull, and his bitter rivalry with the star-spangled man. He talked of the Howling Commandoes that ran into the thick of the war alongside the captain, of the beautiful and headstrong Peggy Carter who won the man's heart.

Other names, both famous and infamous, were explained as well. From the amusing, such as the speedster dubbed the Whizzer whom Ben needed a full minute just to stop laughing after hearing that name, to the dangerous Red Guardian, the Soviet Union's answer to Captain America.

"Why tell me all this?" the young man asked in one break of the history lesson.

"Because, you need to know what kind of swamp you'll be wading into once you finally make your great debut in the world," was the reply. "After all, I've yet to tell you more about certain groups such as the now defunct Hydra and the Red Room."

That discussion…was the stuff of nightmares. Strange wasn't able to go much into detail, his scrying was an imperfect skill and one that did not give the clearest pictures. And while he had stepped fully into the past with his abilities, he had been heavily limited in what he could do to interfere for fear of what repercussions his actions would wrought upon the timeline. What he **had** been able to tell his guest about, had the young man decide if he ever came across any signs of either group he would make sure they either went into custody, or were put down.

He grimaced at such thoughts. He remembered how once upon a time he had used his powers to help, while also enjoying the thrill of the battles and being a hero. How the adventures forced him to mature, to think about his actions and how they affected those around him. And then, the stakes only continued to grow, and he'd lost count of the times he had been forced to take a life in an effort to prevent wanton destruction. To this day, he hated the necessity there had been…but he also recognized that at times it had been the only way to stop some of his enemies.

A shadow passed over his expression, and Strange saw the tortured soul kept behind the normal forced ease of his guest. There was only one being Benjamin Tennyson would never feel regret when he thought about him. For what he had done, that damned squid-faced bastard had deserved his fate and worse. The familiar stab of pain at the memories brought him out of his darker thoughts and he shook it off once again.

"I'm going to need to be a bigger player in the schemes in this world if I'm going to make a difference," he eventually commented, something that had Stephen nodding. "Can you tell me anything about alien life in this universe? Any big names in galactic channels or such?"

"Unfortunately, that is not something in which I have much knowledge." The elder of the two stroked his bearded chin. "Lately, there has been a group calling themselves the Fantastic Four making a name for themselves here in New York and out along the east coast mostly. They've been active for a little over a year I believe, if anyone would know about issues from space I would suggest them. At least they would be willing to answer some questions unlike NASA or Shield."

"How would you describe NASA?"

"A mess of bureaucratic nonsense tied up in red tape so thick they can't seem to make any decisions on stepping beyond our gravity well." Ben blinked…that…had been said with absolutely no hesitation at all. Stephen chuckled at the slight shock he seemed to have given his new friend. "The group that became the Fantastic Four were on an expedition in space and were caught in what they described as a cosmic storm, bombarding them with rays that mutated and altered their DNA. After nearly dying, all steps toward space were quite literally dumped and abandoned for other pastures."

"That seems…odd."

"Yes, but unfortunately I once again find myself unable to investigate further on my suspicions at the moment."

One brown eyebrow quirked, green eyes lighting with faint amusement. "I get the distinct impression you are trying to aim me in a certain direction."

"And here I thought I was being subtle."

"I respect bluntness more, so why don't you tell me what's really on your mind instead of trying to dance with me around the subject."

"A shame," the good doctor heaved a theatrical sigh. "I'm sure you would have looked wonderful in a dress." The two shared a chuckle before letting the serious air return. "But very well. As I have said, my station comes with the charge of defending our planet, our realm, from the incursion of those who wish to do humans harm or manipulate them in some nefarious way. As you have doubtlessly been able to discern by the lack of presence I've had over the weeks this is a full-time commitment. There are literal hordes of demons and turned gods who wish to lay claim to our little blue pearl for some reason or another."

"Unfortunately, the mystical realm is not our only threat. What little I have been able to discern of the future in my sessions at the scrying pools makes me truly concerned for our home. Alien forces seeking new territory, galactic warlords on some misguided quest, truly the list seems to be endless and that is only threats from beyond our solar system! Every day there is some fool bent on conquering, destroying, enslaving or just simply ruining the planet and there are only so many who stand against them.

Anger and passion burned in the normally cold steel of the man's eyes as he spoke, a sort of presence drawing the rooms other occupant in as he listened. After a pause, he let the tension ease from his body, staring at his guest once more with a visage of calm and control. "I know you have not shared all that there is of your past, just as I have not shared all of mine. But from what you **have** shared with me, I know you to be someone who fights for the common soul, a soldier trained, and leader forged. I believe…that should you build up a strong powerbase you could help steer humanity toward having at least **some** level of common sense."

A silence fell over the room as Benjamin stared at the man who had just laid that all out in front of him. Slowly, the shock in the expression seeped away, a mask of calm settling over it as Strange waited for him to process the words. When those eyes, so deep a shade of green emeralds would cry out in their inadequacy, locked back with his own, he saw a mix of emotions. Anger, possibly at his attempts to manipulate, sorrow, for being forced into this by his own conscience, and more.

"You…" he sighed and raised a hand to rub his face. "You already know what I'm going to say don't you?"

"Guilty as charged Mr. Tennyson," he replied. "I will not apologize for doing so, as I believe it necessary…but I am sorry that it is."

"I can't say I'm happy to have something like this thrown in my lap after finding a new home," he said, before his lips turned up in a sad smile. "But I can't say I'm not used to having my life turn itself upside down on the turn of a dime either. But still, why would you dump this all on me after you asked me to consider helping that Xavier guy?"

"Because Xavier represents one of the two largest factions regarding mutantkind. He is also the more peaceful of the two, if somewhat naïve in his hopes for equality. One thing mutants have an issue with is controlling their powers and finding ways to use them outside the most obvious of methods. From what you have described, there are literally thousands of aliens which you have access to, meaning you have a plethora of not only fighting but living experience with powers. That knowledge could help others to train and be better prepared for the future threats coming our way."

Yet again, Strange was quiet as he let Ben contemplate his choices. It wasn't a long wait at all before the green-eyed man nodded. "Alright, I'm going down to your training ground to get myself back up to snuff in other ways." He stood, shaking Stephen's hand again. "Give me some time to get some plans and work a few kinks out, then we'll call your friend and get the ball rolling."

Trained eyes picked up an aura of cobalt flicker to life around his hands, just long enough to match the span of a blink but it was enough to catch his attention. He quirked an eyebrow at that but dismissed it as not his business at the moment and nodded to his young friend before accepting the comic book back and returning it to its original place as Ben walked out. Alone once again, he turned to the doorway across the room from where Ben had departed just as Wong stepped into the room.

"So, he's begun to move."

The doctor nodded, eyes lingering on the comic book still in his red-gloved hand. "It is a start," the book was opened, eyes traveling over the colored pages but not really following the story they told. "We have set the wheel in motion, the road lies ahead with all its turns, obstacles, and plains."

Ben stepped into his room, stoic expression holding firm right up until he closed the door and finally he let his feelings show. Pain, anger and some despair flashed across his features before he breathed deeply, trying to organize some thought in the midst of the emotional storm that had fallen onto his shoulders.

The young man had intended to resume the work of a hero eventually but had thought there was still time to let himself find his footing again. To let the **pain** ease, or at least die down to more than its constant ache. _But if things are going to become as bad as Strange is hinting at,_ he shook his head and steeled his resolve. _I can't just sit around and wait until I feel good about it._

He moved to the bag where it was again resting at the bed's foot. Jerking it open he plunged a hand in amongst the clothes in the immediate top of the pile. Rummaging blindly, he did not stop until he felt the tips of his fingers brush against the leather strap of the bag he had thought not to use for some time. One who didn't know Ben too well, or of his adventures, would not have thought him the type to wear such a thing.

A satchel made to hang from the belt of the wearer, it was designed to look like the face of perhaps a ragdoll of some kind. A large yellow button serving as one eye while its partner was two leather chords crossed in an X pattern. Its mouth was a large, horizontal zipper that he knew from experience had jagged teeth-like additions on the inside visible when undone. Odd the bag may seem, it was not to be underestimated.

Despite the problems the Tennyson family had experienced both at the hands of and alongside the spellcaster named Hope, or Charmcaster as she preferred at times, they had eventually come to see each other as allies. Not friends, their history not allowing for an easy fix of past grudges, but they had been working towards it. This bag had been one of the steps they had made, a gift from the young woman in the likeness of her own though this one was made of a dark blue fabric much like the outfit Gwen had begun to wear after growing more capable and confidant in her magical abilities.

Ben unzipped the mouth, letting the lower half sink a bit as it opened, and slipped his hand into the bag. A moment just letting it rest inside was rewarded by the feeling of something hard pressing into that hand's palm. Clutching the object, he drew his hand and the book it held back out.

Bound in purple leather, it was not much bigger than one of his hands with the fingers extended, but like so many things the unassuming appearance was incredibly deceiving. Eyeing the gold designs that accented the tome's cover, a blow glow flashed in the depths of his eyes and the lines began to glow. The book began to grow, becoming as large as some textbooks and he gripped it now with both hands.

Like his cousin, the Ben that had been brought into this new reality by Professor Paradox had what their grandmother, Verdona, had called the 'Spark.' This spark was the catalyst for the descendant of an alien race known as the Anodite in his home reality to form. Ben's spark, however, was hundreds of degrees weaker than his cousins. The point that their grandmother had said that while it normally took the common Anodite approximately seventy years or more to fully master their powers, it would take Ben a century to reach the strength and control necessary to shed his mortal form and fully embrace his heritage.

This hadn't bothered Ben too greatly when he first heard the news, as he already had the Omnitrix had was well on his way to becoming a well-known hero with its uses. He and Gwen had practiced together, though his focus was less on spells and intricate magic and geared toward the creation of constructs. Shields, blasts, floating platforms and similar things he learned to create, working them into his training and fighting style for those times the watch would malfunction on him. He paused to think about that, such things happened a **lot** now that he gave it that time to consider. Probably a good thing he brought along some of his grandfather's plumber gear then, along with a few of his own additions to gear he used when in human form.

Setting the book down, he moved to the next stage of getting back into fighting shape. Raising the arm bearing the intergalactic device to his mouth he gave a verbal command. "Communication Protocol Code One," the watch's face lit up as it chimed in response. The dark green metal around the face clicked, expanding out as small lights along the rim began to project a hologram of the hourglass in front of his face. "Contact Azmuth."

The image flashed and began blinking. Not lone after the command was given the hourglass split into light particles, reassembling into the body of a frog-like creature staring at the man with large eyes. "Ah Benjamin," his voice had a croak to it, and he seemed genuinely happy to speak with his caller. "How are things on the new Earth?"

"Going alright so far Azmuth," he replied. "Did the transfer go well?"

"Oh yes, Primus and the Codon Stream survived the shift fully intact. We've been dropped off in some uncharted space just as I requested and I've already activated the light gathering technology to hide us like I did with Xenon."

"Good to know you'll be safe then. Everything with the stream sending alright? The way things are looking here I think I'm going to need to go alien sooner than we expected."

"Everything should be working fine," the Galvan reassured Ben. "I've already run the diagnostics and the link is firmly established." The little alien turned to look behind him at something the projector wasn't showing and cursed. "I have to go, it seems we're not quite as organized as I want to be, and I now have to settle a few matters. Keep in touch, I have a few updates in mind for the Omnitrix we need to discuss."

"Will do," Ben smiled at his much older alien friend, giving a little wave with his free hand which the hologram returned before snuffing out. The watch returned to its mundane appearance and Ben turned back to examine his cousin's spellbook.

While Ben had not learned much of magic's use given his spark lacking strength, Gwen and Verdona had been utterly adamant that he learn its rules should he ever decide to deepen his knowledge. Now, it seems on top of his alien abilities he would be needing more knowledge. His eyes trailed to the bag he had drawn it from, considering the other items he had stored in the expanded space…and looked away shaking his head. He was not yet ready to take up those armaments, they were too powerful for a novice to truly control.

But before he would begin delving once more into study of the mystic arts, Ben decided he needed to plan at least somewhat. What gear to use was a question he was already sure in the answer of considering what all he had brought to his new home from the old. Plus, he had the Omnitrix, one of the most versatile devices in any universe. Though he needed to be careful what aliens he used, as had been proven in the past devices can be built to deal with each form. NRG, Atomix, Clockwork and…and Alien X were aliens he would have to keep in the back pocket for sure. Two of them were living radiation bombs, one a time manipulator and the last could bend reality to his whims as long as he could get its voices to align with his own.

A power like **that** being known about would be horrible. Especially if someone managed to get even a trace of its genetic material. Still, he hadn't told Stephen or Wong about them, a bit of omission never hurting. He prayed nobody strong to need one of those forms would cross him.

With that all in mind, Ben had no questions on whether he would be able to assert himself as a hero in this new world. But beyond just being Ben 10 or even 10,000 what could he do to help it progress?

That question would hover in his mind for the next few weeks as he continued training with Wong, both in the physical and magical sense, and discussing with Stephen. The masters both had suggestions that came with insight. Wong had suggested keeping the fact he was at least partially alien a secret for the time being which Ben had already decided on and agreed with.

"It is a sad fact that outsiders of any sort are often looked upon with mistrust by humans," he had explained during one of their meditation sessions. "The Fantastic Four are not fully welcome in many cases because of their powers, while mutants are growing steadily more of a spotlight in the world to the ring of both positive and negative reactions."

From his seat next to his fellow practitioner Strange nodded. The good doctor had made a point to join the spars now and then, showing an impressive mastery of a softer style due to the state of his hands. His skill in throws, locks and trips had made him a wily opponent and was a complete one-eighty to his manservant. The fact that made the fight a bit more challenging and thus fun for Ben was something the brunette greatly enjoyed.

"I have some contacts that could offer advice should you wish to go an economic route," he offered. "Though you would need to have something to build on."

"There are some gadgets from my universe I learned to build and fix so that's not as big of a hurdle," that issue was waved off for now. "I'll need materials, but they shouldn't be too expensive."

"Both myself and Charles would be easily capable of providing some funding," Stephen said whilst stroking his chin. "Though Charles will desire to get a measure of your character before committing to anything."

Ben nodded and stroked at his own goatee he had begun to grow. The originally stubbled chin he had sported when first stepping into the sanctum had been groomed to frame his lips and cover his chin. It wasn't thick, as the young man was only stepping into his twenties after all, but he seemed to like it so far. "Well, I'm as back in shape as I can be for now." He paused to lock eyes with the doctor. "It's been a few months now, I guess you should go ahead and call him."

Strange voiced his agreement but made no move to rise. He instead closed those eyes of gray steel and let himself relax back into true meditation. One must make time for themselves once and a while after all. An hour later he stepped out of the garden and immediately crossed the threshold of his personal study. Letting himself relax into the plush leather of the chair behind the mahogany desk and reached out to pull the phone there from its dock. Pulling the number he required from memory he deftly typed it out and held the receiver to his ear. It rang several times before a click sounded. "Xavier Institute."

"Hello Charles."

"Stephen? How have you been? Last I heard you'd dropped off the face of the earth."

"I've been as well as could be expected, though extremely busy lately. We can catch up another time, however. I wanted to know if you'd had any luck in starting up that school of yours."

There was a pause. "I have," his acquaintance's voice was slightly guarded, something Strange approved of. "Why do you ask?"

"Because I have come across the most…extraordinary young man and I believe he could be a help in your plans."

This time the pause was longer, but Strange knew the man on the other end of the phone was a curious soul. Such a morsel as the one he had just offered was the epitome of a worm wriggling on a hook for a fish to seek out. "I'm listening."

Lips curled into a smile, a real smile not some smirk or forced one. _Now…let's see what this future holds._

 **XXXXX—Cut—XXXXX**

 **I've had the urge to make a Marvel idea for a while now, but I didn't want to use Naruto, Harry Potter or something as equally mainstream simply because there are some REALLY good ones out there already, stories where Harry is an interloper from another dimension, where the chaos of Ranma Saotome makes Marvel even wilder, where Harry is the child of a god and an even bigger trouble magnet than normal for him.**

 **So yeah, I didn't want to try and outshine them, which I believe impossible, but I also wanted to do my own unique thing. Plus, I felt like I would've been copying them in some ways which wouldn't have been right. Kamen Rider Arashi and I have tossed around a few ideas, Danny Phantom, Kim Possible and a few others but I kinda liked the idea as Ben 10 has been a favorite of mine since I stumbled across it the first time on a morning spent at my grandma's. (She had cable and I spent the summer there, so many things discovered!)**

 **So, I'm eager to hear what all you think about what I've got here. Speculate, postulate…articulate…insert other impressive sounding 'late' words if you like. I'm eager to hear what you all think.**

 **Also if you don't know what stories I am referencing earlier in this note then here a couple names I recommend:**

 **Child of the Storm** by **Nimbus Llewelyn –** Once, Thor was James Potter, New Mexico being a refinement of Odin's technique (being murdered didn't do Thor's sanity any favours). After a decade, a mostly reformed Loki restores his memories, introducing Thor's son, Harry, to new family and friends. But soon, ancient secrets emerge along with enemies both old and new as darkness rises. Harry is left with a choice: Fight or Die.

 **This has eighty chapters of pure gold and has a sequel thirty chapters in as of the time I am writing this. Nimbus has created as close to a perfect amalgamation of Harry Potter and Marvel universes as you can get and he actually threw a few more in the blender though I won't say here. A young Harry coming into his own power and becoming his own man while ruining the plans of bad guys everywhere with his normal heroic manner.**

 **A Third Path to the Future** by **Vimesenthusiast** – Rescued from the Negative Zone by the Fantastic Four, Harry Potter discovers he is a mutant and decides to take up the cause of equality between mutants and humans (among other causes). How will a dimensionally displaced Harry Potter, one who is extremely intelligent, proactive and not afraid to get his hands dirty effect the marvel universe? Pairings: Harry/Jean/Ororo/others pos.

 **Just over thirty chapters and over a million words also of gold. There is a lot of world building which is understandable considering how BIG Marvel is so making a world that makes sense is hard to do without a lot of world building. A battle-hardened Harry in a new world carving out a place and slapping everyone with a big rod of Common Sense a few times over the head.**

 **These two are a couple of my favorites. I'll list some others in later chapters, so you'll see the influences in what I do with this story.**

 **Well, that's all I got for you now folks. Until next time, Yurei King signing out!**


	2. Chapter 2

**STOP!**

 **If you are a returning reader and skipped here please go back to the first chapter. I have republished it after some work. Editing, adding some new details and information.**

 **With that out of the way, please continue.**

 **Welcome ladies and gents, to the next chapter of Plumber Among Marvels, there is some information I will be placing at the bottom in an AN but I don't wanna clog up the top here. So as usual I'll make the required statement of I in no way make money off this project, if I did I'd have a better truck and my house would be fixed up by now.**

 **Thanks to Kamen Rider Arashi for his help, and without further ado ON WITH THE CHAPTER!**

 **Chapter Two: Meetings and Humble Pie**

Since the late eighteen-hundreds, the Xavier Ancestral Home had been a constant presence in Bayville, New York. Resting high on a rise that continued towards cliffs over the ocean behind it, the manor had been built to last and newer generations had kept up with the times in making sure it was the epitome of modern luxury.

Within its perimeter wall was a wide estate of neatly trimmed grass, a wooded area through which a few concrete paths had been maintained perfect for little strolls or even exercise runs. The driveway stretched up from the wide, wrought iron gate to the house's front door in front of which a statue of an angel watched from its pedestal in the middle of a fountain.

One of the last remaining members of the prominent family, Professor Charles Xavier, sat within the study that had served his father, grandfather, great grandfather and so on all the way back to the first of his line to live in this house. His eyes, chips of blue glimmering with intelligence, were staring at the phone he had only just returned to its base after a most interesting discussion.

He sat there alone, contemplating what he had learned in the past few minutes and what his next moves should be. Nodding, the bald man closed his eyes, his mind reaching out into the astral plane as he once again tapped into his mutant ability of telepathy. With incredibly little effort he found the minds of his fellow adults.

The first was female and buzzed with a unique signature as if wrapped in an ever-roiling blanket of hurricane winds. The first time he felt it he had believed it to be an incredibly off-putting sensation, but he had long come to realize was a side-effect of her own mutant abilities. Luckily, while the field served as a natural protection against psychic invasion it still allowed for him to call out to the woman in question who he realized was in the middle of preparing a snack for herself in the kitchen.

" _Ororo,"_ he called. _"I have just learned some interesting news. I need to speak with everyone in the study please."_

" _I'll start gathering everyone then,"_ was the woman's reply and he felt her set the food aside before he turned his attention toward the second teacher.

This one was more akin to that of a wild animal forcefully civilized by an incredible willpower. Underneath a gruff exterior there was sorrow, a boiling rage ever present, and a kind of resignation to a fate he was not enthusiastic for. A brief touch to his mind allowed Charles to see he was bent over the exposed engine of the van kept in the institute's large garage. He could smell the oil through his friend's nose, feel the tool in his hands and hear the classic rock channel playing on a small radio perched on the toolbox standing a few feet to the side for easy access.

" _Logan."_

The mechanic and all around tough guy of their little group stopped just as he was reaching for a new tool. _"Yeah Chuck?"_

" _I have an announcement I will be making to everyone. Ororo has begun gathering the students and sending them toward the study. Please join us there and if you find any stragglers send them my way."_

" _Got it,"_ the gruff man paused long enough to wipe his hands on the rag he'd set aside for that exact purpose and was heading back toward the mansion when Charles ended the connection.

He returned to his body and opened his eyes just in time for a knock to sound against the study's door. "Come in." The door opened at his invitation and through it stepped the newest teen to join his students. "Ah, Rogue thank you for coming. How are you finding your stay with us so far?"

"It's a bit fancy for mah taste," the gothic-clad girl's voice was heavy with the drawl of a southern girl. "But Ah'm gettin used to it."

"I'm glad to hear that," he smiled kindly and waved toward one of the divans placed in the room for such meetings as the one he had called for. "Please, have a seat. Everyone else should be here shortly."

As the teen sank into the comfortable furniture, more students began to gather. With them was the statuesque woman he knew as Ororo Munroe. She was followed by the shorter than average Logan, no last name necessary. The woman moved to join the students on one of the divans, gently running her fingers through the curly hair of the girl known as Kitty Pryde with a slight smile. Logan simply closed the door, leaned back against the wall next to it and crossed his arms over his broad chest, his expression set in its usual stoic observation.

After everyone had joined him, Xavier nodded and opened his mouth once again. "Thank you for coming," he said. "I have just had a telephone call with an old contact of mine, Dr. Stephen Strange. We met when I was getting a checkup in New York, a rather intelligent fellow with his own many secrets we had a rather extensive talk. During this discussion I brought up the possibility of mutations developing, people with extraordinary abilities. My hopes to find them and help them with their abilities."

He saw a few curious expressions, none of them recognizing the name but they did tense when hearing of how this man seemed to know about mutants. "He called me today to see if I had made any progress on that front, because he had recently taken in a young man he believes could be a boon to our efforts."

"Will he be a student or teacher Professor," all eyes turned to the young man sporting a pair of red-lensed sunglasses even when inside. Even without being able to see his eyes, the rest of his expression was readable enough to see his curiosity plainly.

"He is a possible teacher Scott. I am going to be leaving tomorrow morning to meet with him, and I hope to bring Ororo and Logan with me, so they can get their own reads on him. Now, tomorrow is Friday thus we will be leaving after you all depart for school. We should be returning a short time after you all are back and I expect you to be on your best behavior." He met them all with a stern stare for a moment, getting nods and words of agreement all around before continuing.

"Now then, I will need someone to prepare a room for our potential staff member. Scott, please ensure it's in order. That's all I have for now, everyone remember you have a session with Logan in the Danger Room in one hour. I don't think I need to tell you how much it's in your best interest to prepare for that." The chorus of groans and whines was music to the gruff man's ears and his lips curled into a smirk as they began to file out the door, leaving Ororo and Logan alone with Charles.

Soon as the door was closed, Logan spoke. "What're we looking at Chuck?"

"He's not a mutant," Xavier confessed straight off. "But Stephen has made it very plain that he is not simply a 'normal' human either. Whatever abilities this man has, they are impressive enough that he believes we could need him."

"Did he give us a name?" Ororo's voice was rich, a soothing kind of tone Charles had found perfect for dealing with teenagers time and again.

"Benjamin, Benjamin Tennyson."

"When do we leave?"

Charles felt a hint of pride at the simple trust Logan showed him, not questioning further than he thought necessary. Hopefully he would be able to live up to that trust. "As soon as the students have left if possible."

The Canadian nodded and without another word left the room to get ready and finish his work in the garage. Ororo left soon after, leaving Charles alone once again with his thoughts. He turned his motorized chair back to the desk and began going through paperwork with a sigh. It seemed like this stack of papers never stayed gone for long. Always something to do. Of course, running a school, or boarding house, was no easy task so he recognized it as a necessary evil.

Things continued as the normal within the institute until the next morning, when the students boarded the school bus or left in Scott's convertible. Minutes after the bus disappeared, the institute's gates opened once again, allowing a black limousine to pull out.

Logan was at the wheel, dressed in a black leather jacket over a simple white buttoned shirt and blue jeans. Not necessarily fitting the chauffeur role he seemed to be serving in, but it was going to be a couple hours of driving and he wanted to be comfortable. In the passenger's area, Charles turned the next page in the novel he was reading, while across from him Ororo was perusing the local newspaper's latest edition.

They too had chosen clothes they found comfortable, though unlike their wildly-inclined friend their clothing happened to also be at least somewhat formal. The professor had chosen a beige jacket over his usual dark turtleneck which he kept tucked into the waistline of slate gray slacks and brown loafers on his feet. Ororo had selected a pants suit of dark black, darker than her own skin but not in such a way they clashed, with a buttoned shirt which she left unbound at the collar, seeing no reason to add any sort of neck ornament.

The trip was made in a comfortable sort of silence over the next couple of hours. Logan kept the partition up, blocking the others from hearing his preferred kind of music, while Charles took his own turn with the newspaper and Ororo started on the book she had recently picked up from the library. Finally, the navigational system built into the limo's dashboard announced they were arriving at the destination and Logan turned to pull up to the front door of the restaurant.

He stepped out first, handing the keys to a valet who stepped up before moving to the trunk where he pulled out a simple wheelchair, unfolded it, and placed it next to the door which Charles had opened. With practiced ease, the bald man maneuvered himself into the chair, nodding to Ororo who had exited the opposite side and moved around the car in order to stand at the handles on the chair's back. The woman steered the chair and the telepath it held down the red carpet leading into the building's interior. Logan fell in step to their right, eyes scanning the area for any immediate threats as if he were a paid bodyguard. A cover they had used as an explanation for the man's presence during situations.

"Pardon me," Charles addressed the young lady at the small podium established for greeting customers. "I believe we have a reservation under the name of Stephen Strange?"

The woman checked her little book before meeting his smile with a professional one of her own. "Right this way please, your fellows arrived only a few minutes before yourself." They followed her into the large dining area, and Charles' gaze immediately locked onto those of his old acquaintance as he and the table's other occupant rose to greet them.

Stephen Strange looked every bit the poised gentleman he often portrayed himself as. Standing to the full extent of his just over six feet in height, he wore his hand-tailored suit as if born in it and the calm smile he had as he stepped forward to shake the professor's hand with a grace belying his mastery in the martial arts of his order. They exchanged the usual pleasantries after such a time between meetings, before they turned to the young man who was the reason for such a meeting.

Charles noted his youth, and that he seemed uncomfortable in the suit he was wearing. It was obviously not tailored, yet it fit his frame enough that the mutants could tell he was fit. An attempt had been made to curb his unruly brown hair to minimal success, and the beginnings of a goatee around his mouth had been neatly trimmed to be even on both sides. His bright eyes met the Xavier's blue easily, and the man recognized the keen intelligence in those glimmering orbs.

Curious about the man, Chares reached out with his mind gently brushing a tendril of thought against it. He could not prevent the gasp that burst from his lips when that tendril was suddenly pulled by some seemingly unstoppable force, crushed under a weight almost unimaginable in its power. The astral plane he brushed against when using his powers brought back an image of the young man's defenses and what he saw chilled him.

The plane around his mind was warped into a seemingly small black void. A perfectly round orb of darkness he recognized from several scientific videos. It was the mental representation of a black hole. It reached out to just inside the limits of his mind, leaving just a small layer at its edges which allowed the telepath to feel the barest hints of his thoughts. As he contemplated this an image of the young man briefly flashed into existence in his mind's eyes, winking one vibrant green eye and giving a cheeky wave before vanishing as if never there.

"Charles Xavier," Stephen held a hand out as if presenting the young man, his voice cutting through the shock and impression of meeting minds in such a dramatic way. "I give you Benjamin Tennyson."

"Nice to meet you," the young man said whilst offering his hand for a shake. "But please, call me Ben. Benjamin just sounds way too formal for my liking." There was a slight twinkle in his eyes, making it plain he was highly amused by something. The telepath had a pretty good idea what it was.

"Only if you promise to call me Charles when the situation doesn't call for formal addressing," he replied, letting his thoughts go for now while shaking the man's hand. "It's a pleasure to meet you Ben, Stephen was only detailed enough in his description of you to tease my natural curiosity. I look forward to learning more."

"He's told me some things about you as well Charles, a little more than I expected really but he seems to think we could be of use to each other."

"We shall see," he turned to his roughly-dressed companion. "This is Logan, one of my staff and serving as a fitness instructor for the institute." The two shared a handshake before Ben turned his attention to the sole female of the party.

"Ororo Munroe," the white-haired woman introduced herself, her smile growing by a small margin when she noticed Ben's eyes dropping down and rising back up as they took in every detail they could.

Ben found himself lost for words for a single moment, astonished by the beautiful woman before him. The black heels gave her a few inches boost, pushing her to just over six feet herself, an even level with Ben allowing him to look directly into her teal eyes. Her skin a rich dark brown, clashing perfectly with the stark white of her hair which she allowed to fall freely about her shoulders. When she spoke, her voice was a perfect match to the rest of her, creating the picture of a flawless beauty that left him momentarily tongue-tied.

With a shake of his head, the man managed to pull himself back to reality just in time to accept the offered hand from the goddess before him. However, instead of shaking it as he had with Charles and Logan, Ben moved with an inextinguishable urge and bent at the waist, bringing the hand up to meet him and lightly placed his lips against her knuckles. "A pleasure to meet you," the words spoken with the sincerest honesty and the lady smiled at his boldness.

The moment passed, and then they turned to take their seats, Ben politely drawing Ororo's chair out for her like the gentleman his grandfather had insisted he learn to act like. Once she was seated, he took his own across from the trio and they all set about placing their orders.

They entertained themselves with the usual small talk, Ben and Logan finding an almost instant rapport when the topic of his motorcycle came up. They discussed different models for a time while Xavier and Strange caught up with each other on certain subjects. Ororo drew Ben into a conversation about some books they seemed to share a liking for, and that conversation took up the rest of their time until the food arrived. As soon as the plates were set and the waitress who brought them was walking away, Stephen waved a hand, his eyes flashing with a brief surge and a ripple seemed to follow his fingers as if trailing them along the surface of water in place of open air.

"There," he said while letting the hand drop and his fingers wrap around the stem of his wineglass. "Anyone close enough to hear what we might have to say will find their attention's unavoidably turned elsewhere. We are free to talk openly now."

Ben set his water to the side, nodding to the man that had taken him in before facing Charles with his expression dropping into a professional mask. "Before we get into anything else professor, how much has Dr. Strange told you about me?"

"Only that you possess a wide range of abilities and that he believes your experience could be a benefit to my students and hopes for the future," was the immediate reply. The man had also adopted a more serious tone, purely business as he observed the young man. "Though he did also stress the fact that your powers are not from the X-Gene like myself and my associates but something else entirely." The unspoken question of what the source actually was hung between them as Ben turned to meet the gray eyes of the sorcerer who nodded firmly. He trusted Charles, and Paradox trusted him, so the reality hopper would do the same.

"I should start by explaining that…I'm not from around here. And by here, I mean this dimension." They were obviously stunned, but when they looked to the stern visage of the doctor and found him nodding in confirmation, suspended their disbelief long enough for the man to explain. And explain he did, regaling his dinner partners with an abbreviated story of his origins, before showing them the Omnitrix and explaining a little about it.

When he finished, Charles, Ororo and Stephen had long since finished their glasses of wine. Not being a wine drinker, Logan had learned the 'civilized' establishment didn't serve beer and had instead made Stephen temporarily drop the aversion field long enough to order a glass of whiskey which he was nearly finished sipping down when the story wrapped up.

"That…" Charles was at a loss for words. "I…I honestly don't know how I should react Mr. Tennyson." His lasagna had long since been finished, but he stared at his plate as if surprised he had even spared a thought to eating during the tale. "To learn there are entire realms of completely different realities, for one such as myself is beyond amazing. But to also learn in the same minute that they are overrun with just as much corruption and conflict…is a little disheartening if I am being honest."

The displaced brunette shrugged in a dismissive manner. "If I'm being honest, I'm not surprised. Plus, if life here was perfect there'd be no need for someone like me anyway, so I try to think positive. There's something I can do here, a purpose."

"And what purpose is that?" A tension seemed to settle over the group at Logan's question. His eyes searched Tennyson's face, seeking even a hint of deception but found none as those green eyes locked with his dark blue.

"This Earth is in its baby steps on reaching out to the stars around it," he began. "So focused on inter-wars and home-grown threats that they haven't seen possible threats from out there yet."

"Threats?"

"Stephen mentioned a group called the Fantastic Four, I looked them up and it's speculated they've fought a couple alien threats, at least something similar. If they're true…Earth is going to have a lot of problems fast."

"And what are your thoughts on the so-called 'Mutant Issue' that seems to be slowly building?" Ororo cut in.

"We can't turn our attention outward until we fix the stupidity that's happening here," he replied. "I'll help you spread the message of equality. I'll help you train your little group. But I'm going to be trying to do more." He shook his head. "I have no idea _how_ to go about that just yet but I'm going to be trying to come up with a plan and move on it." He paused and here his expression turned a tad sheepish. "That is…if you'll have me."

Charles thought the options presented over with careful consideration. This man represented a kind of resource that was quite literally astronomical in measure. But, it was obvious from the stories that the man in front of him had grown used to acting as a leader and standing alone against many great enemies at times. Though there was evidence he was capable of accepting aid as well if the stories about his cousin, grandfather and friends were an indication. Another thing he had noticed but not called attention to had been the pain he had seen flash through his eyes and expression at times before being shaken off.

It was obvious that Benjamin had felt loss, significant levels of it and _very_ recently for it to still seem so fresh. _That could leave him partially imbalanced, and my own personal morals demand I try and aid him as well._ Finally, the elder man nodded. "Very well, I would like to formally offer you, Benjamin Tennyson, a place on my staff at the Xavier Institute for the Gifted. My rates are fair, my rules simple, and you'll find my medical coverage very hard to beat."

Ben laughed at that before nodding. "I happily accept, though I'm going to need to pack my things."

"Wong took care of that while I was having you fitted," Stephen cut in. "Your bag is in the trunk of the Thunderbird we left with the valet." He lifted his hand, showing the tag said valet had given him upon arrival. "Seeing as you're the one to have redesigned the engine for it, and it will only gather dust in my garage, I felt it would be put to better use in your hands Ben."

The twenty-year-old blinked, wordlessly accepting the tag being pressed into his hand. "B-but…you're just _giving_ it?"

"Consider it a sort of 'welcome to our planet' gift," he quipped. "You are, after all, an alien trying to make his home on a new planet."

That earned a new round of laughs as Stephen once again waves his hand, this time dropping the aversion field. Moments later, the waitress returned to hand a pair of checks to the doctorate holders of the group. Ben nearly had a heart attack when he saw the number on Stephen's, but the doctor waved it off with an ease, simply producing a card, placing it in the folder and returning it, as did Charles.

Minutes later, Ben was shaking his former hosts hand and thanking him for his aid. "Tell Wong he better keep in shape," he made sure to add. "I'm going to settle our score next time we meet."

"I'll be sure to do so," Strange said, expression one of obvious amusement at the friendly little rivalry the two seemed to have developed.

They parted ways just as the black limousine and Thunderbird were brought in front of them. "So," Ben began with a grin spreading across his features. "Anyone wanna ride with me?"

Ororo and Logan shared a look, before the shorter of the two sighed and gave a little wave. "I'll take a shot at it some other time. Let the lady let her hair down before having to deal with the kids again." With that, he opened the door so Charles could maneuver himself into the limousine, the chair was returned to its trunk and he once again stepped into the driver's seat.

Meanwhile, Ben held the door open for his passenger, receiving a slight smile in return as she easily stepped inside and allowed herself to sink slightly into the dark brown leather of the seat. The car's new owner joined her moments later, slipping the key into the ignition and turning it to set off the growl of the engine. Her eyes trailed over the dashboard, noticing a thin line of green that seemed to light up where two panels met before it faded back to a plain green line.

"I may have made a few adjustments when Stephen let me at this thing," he quipped at her raised eyebrow. With a quick change of gear, he fell in line behind Xavier's ride and they began the return voyage to Bayville. "So," after a moment spent in silence he made an attempt at conversation. "Do you mind if I ask some questions?"

"Beyond that one?" they shared a brief chuckle before she nodded. "Feel free to ask, though I reserve the right not to answer of course."

"I noticed you have a bit of an accent, may I ask the lady where she is from?"

"Manhattan by birth," she replied. "But circumstances led me to grow up in Cairo and later Kenya."

Ben could tell the specifics of the circumstances were uncomfortable to talk about, so decided it was best to move on. "All that moving around, you must have a skill for languages."

"Yes, I have learned to speak several languages fluently and am passable in more," this was a point of pride if he ever saw one and happened to be one he respected. "What about you?"

"Technically I can understand almost any language thanks to this thing," he waved the hand with the Omnitrix attached. "It has a built in universal translator its inventor added to help me as I began moving more out into space. Granted, I can't _speak_ the languages but I can at least know what they're saying. Though Earth languages I learned…let's see I know Putonghua and Spanish somewhat fluently." He paused then, a sudden realization coming to him. "Oh…actually I'm going to need to see if I can still claim that. New reality and all I'm not sure if your Earth's languages are going to be exactly like mine."

"I would be happy to help you with that," she offered, her smile kind and open. He saw no tricks, merely honest desire to help, and felt his lips curl as his own thoughtful frown turned back into a smile.

"I'd appreciate and welcome the help, but another thing I've been kind of curious is—"

"What my powers are?" her smile turned into a smirk of confidence, once more the regal bearing began to wrap around her, as if royalty was a coat she could don whenever necessary. "The codename I use when in the field is Storm, I leave you to speculate on the reasoning for it."

The brunette chuckled, acknowledging her little challenge with a nod. "I suppose that's fair, I haven't given all my little secrets away either…though I've no idea what kind of nickname I would use in my human form."

"I didn't expect you to feel like you would need such a thing. After all, did you not go public with your identity in your original home world?"

Ben nodded again but seemed to hesitate, as if trying to find the right words for his reply. "That decision had some negative sides as well, my enemies had an easier time finding out who I am…and how best to hurt me. The bonds I will hopefully make here are ones I don't plan to put in the same kind of danger. So unless I absolutely have to, I'm not going to let others know who I am for a while."

"You will need a uniform then," he heard from his passenger, eyes once again locked on the road as they slowly maneuvered through the city's traffic. "Something to cover your face and conceal your identity."

"Absolutely…but…" he chuckled self consciously "I have absolutely no experience in fashion or building a 'proper' hero look. My alien forms were always my best disguise and they usually came with clothes included if I needed them."

"Oh, I'm sure the students and myself would be more than happy to help you play dress up."

Ben could **feel** the grin beginning to spread across her features, flashbacks of shopping trips with Gwen and other girls sending a shiver of terror up his spine. Coughing into one hand he mentally flailed about in his panic for a change of topic. "So…most of my knowledge on this world I got from the internet but that was mostly history and propaganda! Could you fill me in on your opinion of the current economic and political standings?" For just a moment, Benjamin Tennyson's love for his mind's ability to adapt on the fly was projecting so loudly Charles caught hints of it from his seat in the limousine ahead of them despite not actively accessing his telepathic powers.

Ororo felt an almost irresistible urge to tease her driver further, but after a moment decided there was time enough for that later. Instead, she indulged his valid question, beginning a conversation that would last the greater part of the trip.

When they reached Bayville, the conversation had turned toward kinds of music and what bands existed in this new world…and Ben actually felt excited realizing he didn't recognize any of the names Ororo could recall. They had perused a few stations, a classic rock station in particular gaining his favor, something she seemed to share, and had just turned it back off when they pulled up to the gates of the institute. The wrought iron parted without being touched, allowing the two vehicles to enter.

He followed them to the side of the estate where a long garage waited, two doors opening as they drew close. Pulling into the one not being occupied by the much longer vehicle, Ben cut the engine off and stepped out, Ororo choosing this time to exit on her own power instead of letting the man play the part of a gentleman again. They shared a smile before turning to join Logan as he brought Charles' motorized chair over allowing their employer to slip into it with a relieved sigh.

"Ah, that is much better." He shared a small chuckle with the others before turning serious again. "Now then, before we meet the students Mr. Tennyson I had a thought on our way here I would like to pose to you." Ben let one eyebrow rise and nodded to show he was willing to hear it. "The students have been getting a bit overconfident in their actions," he explained, he made to continue but Ben was able to beat him to the punch.

"I'd wager they had a few consecutive victories against these Brotherhood kids you touched on briefly and you want to keep it from getting to their heads?"

"Got it in one kid," Logan quipped from where he was leaning against the car with hands in pockets. Sometime in the trip he had pulled a toothpick from who knows where and was chewing on it as he watched the conversation. "They need to learn there's **always** someone bigger out there. Always a bigger fish kinda thing, and they need to learn it fast."

"And you also want to get any underestimations from my age out of the way at the same time," it wasn't a question, but Charles nodded all the same. Ben shrugged. "I'm in. Care to tell me anything about their abilities or are you planning to let me find out on my own?"

"I believe the analogy best fitting the situation is 'sink or swim,'" the voice of the lady smoothly cut in to provide his answer.

"Well I guess the only question I have is…when you want to do this?"

"Tomorrow morning," the professor stated while checking his watch. "The students will have been home for about half an hour by now and I want them to finish all homework tonight." The fact Ben would have that time to figure out what abilities he would need to plan for was left unsaid. He paused, stroking his chin for a moment. "By any chance do you have any medical records? I need to know about any sort of medical issues you may have."

"Works for me," Ben said, stepping to his new car's trunk which popped open so he could grab the large bag waiting for him. Hoisting it over one shoulder, he joined the others as they set off for the mansion. He noticed the chair-bound man press a hand to the side of his head as he directed said chair forward, something he would later be told was when he concentrated on his powers to touch a mind beyond his line of sight. "And no I didn't think of that when I was told about coming to this new reality. The doc didn't say anything about that either."

Charles hummed. "We will need to rectify that soon then."

Ben shrugged, not really worried about such things but it was the other man's house, so he'd go along for now. "I'm not comfortable leaving any of my blood around though so any you take I don't want sent anywhere and it needs to be destroyed as soon as whatever you're doing with it is done." When the others looked to him in surprise his carefree demeanor dropped just enough to show the expression of one remembering harsh encounters. "People with the know-how can do terrible things with just a little DNA. I'm not going to give them a chance to do that with mine if I can help it."

They stepped though the main doors and Ben found himself inside what he believed people would call a foyer, or entrance hall. A wide, open space with stairs leading up to a second-floor arching along the slightly rounded walls. A hallway opened near each of the two ends, and one passing beneath the balcony they merged to create. It was also, he noticed, populated by what he could only believe were the current students of the institute.

The first to move was a teen dressed in a simple short-sleeved shirt and jean combination, showing his athletic frame. He moved as if he had some training in a martial art, but not with the ease of someone with complete control of his body like some of the masters Ben had met. The new teacher was also quick to notice that he wore a pair of distinctively red sunglasses, even when inside. "How was the trip professor?" he asked.

"Long," Charles said. "But fruitful. Everyone, this is Mr. Benjamin Tennyson." He held a hand out much like Stephen had when introducing them. "He has agreed to take on a teaching position here at the institute, you will all receive a reworked lesson schedule once it has been finalized."

The young man stepped forward, offering a hand which Ben gripped in a firm handshake. "Scott Summers," he introduced himself to his fellow brunette with a smile. "Good to have you."

The quarter-alien's grin widened. "We'll see if you still think that after we have a few lessons Scott," he said. Meanwhile, his eyes moved to scan the rest of the group…only to pause when a set of green eyes met his own. The young lady behind those eyes, a paler shade when compared to his own, sported a mane of hair that lay about her shoulders in a curtain of silken fire, pink lips quirked in a thoughtful frown as she examined the newcomer with obvious curiosity. He was about to speak only to pause when he felt a slight touch against the mental defenses he had learned to create at his cousin's insistence. The probing touch passed beyond the fringe, and it was made quickly obvious she was not as composed as her sponsor as the gasp she let slip once the force of his mental black hole crushed it. "Ah, I see you've got another telepath Charles. Y'know I think it's a little rude to just read my thoughts if we're not in a combat situation."

The redhead's cheeks colored at the gentle rebuke, looking particularly sheepish when she saw Xavier's lips turn down just slightly. The bracelets around her wrist jingled against each other as she held out a hand to introduce herself, trying to move past that awkward first impression. "Sorry for the intrusion, my name's Jean."

Ben accepted the hand and, like he had done with Ororo, instead of shaking the green-eyed man bent at the waist to gently kiss the senior grade student's knuckles. "Avoid doing so in the future and I don't see any reason to bring it up again Jean." If he noticed the speed in which Scott's smile had dropped into a scowl, he gave no indication to prove it as he instead chose to smirk at the slight deepening of the red on the young lady's cheeks. He released the hand, stepping back to open space as the rest were stepping forward. But Ororo had other ideas.

"We can deal with the rest of introductions at dinner," she said to the growing flock that had begun to crowd the area right in front of the door. "We have had a long day and I, for one, do not intend to cook so if you want to have any input on what pizza we shall be ordering I suggest you come with me." She waved a hand to the red-eyed one. "Scott, please show our new arrival to the room we have prepared for him."

With that, she walked off with most of the students following in her wake. Charles bid his way out of the pizza debate, simply making sure they would not go completely overboard before moving toward his study to finish some work before the grease feast would begin. Logan went off without speaking, giving a simple wave over the shoulder to the two brunettes left standing alone.

Scott, now sporting a forced hospitality so obvious Ben could practically taste it, led the new teacher up to the second floor and down a hallway to a door bearing an empty plaque. "We'll get a name on that soon," he explained. "We weren't sure whether or not you were going to really sign up or not so didn't want to waste it if we didn't have to."

Ben, however, decided this would be the best time to show off a little. "It's fine," he said and raised a hand, index finger extended. This action had the effect of bringing the teen's attention to rest solely upon the small marble of blue energy that blinked into existence at that finger's tip. He pressed it against the cut piece of wood, a sizzle and slight smell of wood burning beginning to grow prevalent as he slowly inscribed BEN onto it. "There, problem solved. Thanks for leading me here, I'll join you all after I get a few things put up." With a smirk he stepped into the room, gently closing the door on the gaping teen and finally letting his bag drop from his left hand to the floor.

He paused there, looking at the finger he had used…and listened to the padding of feet on carpet as the teen walked away. _Let that stew in his mind,_ he thought with a chuckle as he began to unpack. _Especially after Xavier makes his little announcement._

As he had claimed to Scott, as soon as he finished unpacking his possessions he was back out with the rest of them to finish his introductions. It hadn't been hard to find, simply needing to follow the voices of revelry until he found the large dining room. He entered to find the long table lined with boxes of freshly-delivered pizza, all steaming and awaiting the hungry soul longing to devour them. Without even bothering to say a word he grabbed one of the paper plates, stacked it with several slices and plopped down next to a student covered in blue fur and sporting a tail ending in a tip resembling an arrowhead. He noticed the boy's yellow eyes watching him warily, searching for any sign of fear due to his appearance only to get a wink and request to pass one of the soda bottles down so he could fill a cup.

This earned him approving looks from all around before things carried on as before. During this time, Ben watched the others, seeing signs of a few abilities here and there. _Telepathy_ _ **and**_ _Telekinesis,_ he thought as he saw Jean retrieving one of the pieces at the far end of the table with just a wave of a hand. _She could be a right terror if she trains that up._ The fact the elf, as Logan liked to call the blue man he learned was named Kurt thanks to the indignant shout from the curly-haired Kitty Pryde, could teleport was made abundantly clear when he used said ability to move to empty chairs to refill his plate instead of walking around.

Finally, with bellies all full and content faces abounding, Charles informed his students of what the next day would bring. But Ben, decided a single bout wouldn't be good enough.

"Instead," he addressed the group while standing up. "Why don't we make this interesting. Three matches, you guys against me…and each will be in a different setting. What your Danger Room thing sounds like it can do is impressive, and if it can make locations that'll add an extra challenge since we have to plan for each other, and around whatever terrain we get dropped in."

"Now you're talking greenie," Logan growled, lips stretched in a feral grin that sent shivers up each of their spines. "But even better, no one will know what terrain it'll be till it's our turn to change it. No announcements or anything, no preemptive planning. That'll force some adaptability to it."

"Exactly, plus it just might give you kiddies a bit of an advantage since we'll all be playing on an unknown." That got him a few glares from said 'kiddies' but it wasn't anything that could faze him. "Now only thing left to decide is what time you want to start all this Professor?"

"Eight o'clock sharp," Charles replied.

Ben nodded. "Well then, it's been a long day and I'm feeling the chow monster on my back, so I think I'm gonna go sleep off this feast." With a cheeky wave, the green-eyed teacher began to meander back to his room, dropping shirtless into his bed and letting his mind drift away with a smile thinking about what he would be doing the next morning.

The good times, however, were not to last. A yell shattered the night, more like a roar from a man's lungs as he bolted upright in his bed. His eyes blazed with equal parts fear and fury, hair and skin soaked with a cold sweat as his eyes darted around the room. His chest heaved with each labored breath, and his body shook as the adrenalin slowly faded away.

Suddenly, his door was thrown open. He rolled from the bed in one smooth motion, Omnitrix blinking as it prepared to initiate a change while one hand rose shrouded in the blue glow of his mana. The shadow in his doorway growled, arms rising to catch the gleam of the moonlight through the window on the three menacing claws extending out from each fist.

Ben snarled back at the intruder, mouth opening to emit a battle cry to accompany the bolt he was prepared to launch when a voice snapped him out of it. "Ben?" Ororo's voice was laced in concern, and the sight of her face behind the person the man recognized as Logan as she stepped into the doorway shook the last of the fog away and allowed him to think.

Logan did the same, the claws withdrawing and skin of his knuckles seamlessly folding back onto itself to repair the damage as if never there. His eyes carried an understanding as they watched Ben let himself sink into the chair of the desk he found himself standing next to. He put a hand up to keep Ororo from moving forward, choosing to do so instead and talking careful steps to close the distance between them to only a yard or so.

He didn't speak, merely waiting. Finally, when he regained some level of control, Ben raised his eyes to meet Logan's. By the light of the hallway and moon, the man who sometimes more resembled the beast he personified in name could plainly make out the haggard, grieving side of the young man that he tried to keep buried.

It was a face Logan knew well, as it haunted him in the mirror at times. Shattered and scattered his memories may be, there were some that remained…and they were not friendly. He let Ben see just a hint of his understanding, and gave a nod at the slight question he saw in those eyes. That moment hung between them for a time and then dispersed as the grim man turned to walk away, scratching at the back of his head and pulling the door closed as he stepped through.

"He's not ready to talk about it," he told the weather witch. "Trust me, you'll only force him into a corner if you push it right now."

"Then what do you propose I do?" She spoke not with sarcasm, but honest care.

"Show him you're there and willing to let him open when he's ready. It's something you and Charles should both do, you're both good for this kinda stuff."

"And what about you?"

"Me?" Logan chuckled and offered her a wry grin. "I'm the guy who'll help him numb it in booze for a little while when it gets too much and then make sure he doesn't go overboard."

"That hardly seems healthy."

"Oh, it's not," the man didn't even bother to try and say his method would be ideal. He wasn't one for bullshit like that. "But it's something guys who've seen the kinda shit we have sometimes do. And I think you and Chuck would rather he do it with someone that can keep him from going too far down that particular rabbit hole." He paused again as a thought came to him. "Chuck understands that I bet, guy was in the army for a while after all."

Finished saying anything, the oldest member of the group by far stepped into his room and closed the door. Ororo looked the Ben's room one last time, before sighing and going to her own to get ready for the day. No chances she was going fall asleep again with all that her mind was on.

It seemed she was not alone in that thought, as when she stepped out now dressed in a simple purple sleeveless top and cream skirt to replace the robe she had thrown over herself when first hearing Ben's shout, it was to see Logan just closing his door a second time. The man had clothed himself in his normal attire of a muscle shirt, jeans and biker boots and spared her a nod before stepping off to do whatever he intended. Knowing him she expected that would be work in the garage with a fresh pot of coffee. She, however, made for the kitchen to prepare an early, light breakfast so the students would have at least something in their stomachs before their exercises began.

The door opened some time later, and she glanced over her shoulder to see Ben had joined her. He had dressed himself in a black, short-sleeved shirt with a vertical dark green stripe down its center. It had been tucked into a pair of beige cargo pants with a pair of combat boots to round it out.

She went back to her work, hearing him shuffle in place before walking toward the coffee machine. "I'm sorry I woke you guys up," he said.

"It's fine, it was close to when I wake up anyway." The pan hissed as the mixed eggs were dropped onto it, soon she was scrambling with a spatula. "Are you alright?"

"It was just a nightmare," a mug was filled, and she heard the familiar relieved sigh after a sip. "I'll be fine. You want any help? I can get the bacon started."

"I would appreciate that." The stove was large enough to feed a household capable of filling the ancestral home, meaning it could accommodate two people cooking side by side with relative ease. Ben picked up the conversation, asking about local places to get groceries and supplies for everyday use. She told him of restaurants worth visiting when he wished to eat out.

Eventually, as they finished cooking and setting the table, the students and two fellow teachers joined them. The meal was friendly enough, though Ben did notice Jean was giving him concerned glances when she thought he wasn't looking. But whatever concern she seemed to have wasn't given voice and, in another hour, they cleaned up their dishes and followed Charles to the elevator that would lead to the basement, and the training levels below.

The group split there, boys heading into what looked like a locker room while the girls entered their own. The teachers, however, moved toward a door farther down and this is where Ben decided he would follow. This double door led into a large control room. The far wall was fashioned out of windows, through which he could see a vast room with its walls, ceilings and floor fashioned out of large metal panels.

"That, Ben, is the Danger Room," Charles explained. "We control the simulations from here, but there are several receivers and speakers out there as well to allow for voice commands when necessary." He turned a cheeky grin on his newest hire. "However, considering the parameters of the challenge put forth and further built upon by us all, you'll be getting a more thorough tour **after** you give the children their scuffle."

"Message received Professor," he snapped a salute with his own grin before walking back out of the room and towards the new elevator which brought him down to the wide entrance of the Danger Room. He walked across the empty chamber, taking a spot at the far end facing the door and from his back pocket drew a pair of fingerless gloves which he slipped on.

Some minutes later, the team stepped in to join him. He quirked an eye at the costumes they wore and looked up to the 'peanut gallery viewing booth' with a grimace. "Really Charles? Spandex?" The longsuffering manner in which he spoke it earned a few chuckles from his fellow combatants, and he could have sworn he saw the bald one rubbing the bridge of his nose, apparently that was a conversation he had been forced to partake in before.

But, instead of allowing the old topic to be dragged out, Ororo leaned toward the microphone. "I have chosen Forest as your first simulation," her voice rang out into the room. "When you receive the order to begin, you will commence the operation. The mission is simple, defeat the opposing team." At the press of a button, holes opened in the otherwise smooth floor, poles rising up as built in projectors began to whir with electronic life. In seconds, the projectors began to create hard light constructs formed, turning smooth poles into branching trees three times as tall as the humans standing among them. A forest, complete with smells, the sounds of leaves rustling in the breeze, even bird song and sunlight. All of it felt as if they had been dropped into an actual wooded terrain.

Ben let out a whistle, a step even revealing that the leaves projected underfoot crunched like the genuine article. "Okay…I can definitely work with this." Rolling his shoulders and flexing his fingers, the dimensionally displaced hero clenched his fist. There was a chime from the Omnitrix…and a flash of green as it activated.

Meanwhile, Scott and the team began to hunt for their new teacher. "I saw him use some kind of blue energy last night," the self-appointed leader informed the others. "If he's an energy user he'll most likely keep his distance like I do so we'll plan for that. Nightcrawler—" he pointed at the blue boy "—you and Shadowcat will be our scouts. You take to the tree tops, keep as hidden as you can. Shadowcat, you'll be more visible, be ready to go intangible at a moment's notice. We know my blasts don't have any effect on you in that form so his shouldn't either."

The two nodded and Scott continued. "Marvel Girl, I need you to stay with me, just in case we need to relay information via telepathy. Spyke, you'll head a bit out to the left and be ready to give cover fire. Rogue, try to stay hidden farther off to the right, if you can sneak around and get a hold on him that'll give you a boost, or could even knock him out."

Without a word they set about his orders, Kurt leaping into the shadowed branches of the trees with the ease of his body's naturally acrobatic ability. From there, he followed the curly-haired Pryde as she moved between the large trunks of the artificial trees. Scott and Jean stayed back until they had advanced a fair distance. Not wanting to group themselves too closely with the others to better avoid being taken out all at once. "Spyke and Rogue have reached a fair distance," Jean whispered, which Scott nodded to and the two began slowly following in the same path Shadowcat had taken.

Things went badly for the group quickly though, particularly for the German among them. Kurt looked down from his newest perch, checking to make sure he hadn't leaped to far ahead of his assigned partner for the mission, but then something rang out that bypassed all conscious thought and triggered a response from the primal part of the brain all mankind possessed.

It was a growl. A growl of some great beast drifted from the shadows on level with himself, and it caused the young man to freeze in primal fear. Golden eyes darted up, searching for the source…and found a pair of green orbs staring at him from the tree directly to his front. It had been so low in pitch that Kitty hadn't even heard it, but Nightcrawler's pointed ears weren't for show, his sense of hearing was far stronger than an average person.

His eyes, also a bit more capable than a regular human, picked out the shadow of the body the opposite pair belonged to. Large and muscular, evident even when crouched on the branch like it was, he only had time to squeak before the beast roared and leaped. Flight response reflexively kicking in, he tried to teleport, but the terror left him unable to concentrate long enough to activate his powers and he felt a massive hand wrap around his torso and whip him around to fly at the equally stunned teen girl who had turned around at the beast's challenge.

They collided with an 'oof', sent sprawling. Groaning, they tried to disentangle from each other…only to freeze when something large dropped to the ground right before them. They turned their eyes to the ground and saw a pair of boots secured by dark green laces. They ended just below a pair of knees, muscular legs covered in orange fur left visible until covered in a black and green leotard. Atop broad shoulders and short neck, a tiger's head glared at them from behind a green mask.

A bipedal tiger dressed like a luchador, and he was glaring at them with a scowl that showed off an impressive set of fangs. The beast leaned down, mouth opening to show there was a whole jaw filled with the razor-sharp weapons, and growled low in his throat. "SURPRISE!" the beast yelled, startling them both into action.

Kitty turned intangible, rolling through her teammate and up to her feet while the blue man vanished in his signature brimstone cloud and reappeared at her side. "Kitty," he whispered. "I'll keep him distracted, run straight back to the others and lead them back here."

"But Kurt—" whatever the girl would have offered as an argument went unheard as Nightcrawler shoved her to the side and leaped the other way clearing a space for the leaping man-beast to fly through, fist lashing out and splintering the tree that had stood behind them.

"GO!" he shouted. Leaping up onto the attacking creature's shoulder and swatting him over the head before porting a few feet away to draw his attention. "Over here big kitty cat! Come chase the tasty teleporter~!"

"RAAGH!" Once again, the beast leapt. Unlike last time, however, Kurt had an idea on the kind of speed this creature was capable of and managed to react in time. He vanished again, leaving the large hand to wrap around the smoke left behind. Kitty, seeing her chance, ran back toward her team, phasing through any obstacle as she moved trying to cut time. Kurt bamfed back into existence above the creature, planning to drop down on its shoulders again only this time intending to teleport his adversary up high.

Instead, he received a shock of pain when a backhand strike launched him back-first into a tree. Blinded by the sudden pain, he was unable to stop himself collapsing and through one eye looked up to see the tiger man had moved to stand over him. One hand rose and pointed at the downed blue-furred elven boy, and its mouth opened.

"LET ME TELL YOU SOMETHING KURT WAGNER, CODENAMED NIGHTCRALWER OF THE X-MEN!" The beast yelled, voice nearly deafening the poor boy as it echoed out through the woods. "YOU CAN TELEPORT ALL YOU WANT, BUT RATH CAN STILL SMELL AND HEAR YOU! SO YOU CAN RUN, BUT YOU CAN'T ESCAPE RATH!"

The hand then grabbed the boy, pulling him close, but before he could do anything else the accumulated shock and pain proved too much for the boy's system. Yellow eyes rolled back in their sockets and the teleporting teen knew only darkness.

Kitty's breath burned in her lungs as she sprinted, but it was worth it when she nearly ran through her team leader. "Cyclops!" her relief evident in her voice. "We need to hurry, we were attacked by some kind of…of werecat! Kurt's keeping it busy but—"

" _ **Nightcrawler has been eliminated."**_

The computerized female voice cut off her sentence as finally as a guillotine blade and they all stood frozen by its message. Scott turned his visor to Kitty, face grim. "What happened?'

"I think the teachers put something else in here with us," she whispered, too afraid to be louder. "It was like, this big monster and it jumped us. Kurt told me to run, that he'd distract it so I could bring you guys…but now he's been knocked out and I don't know where that thing is!"

Scott's frown dropped lower, and he turned to Jean. "Marvel Girl, call Rogue and Spyke in. We're going to move in a tighter group toward where Nightcrawler was last seen." The redhead nodded and placed a hand to her temple to do as directed, first she called Rogue. The southern girl seemed somewhat unsettled, but silently gave agreement and was making her way back toward them. She reached out to their last remaining member next, but the moment her mind touched Evan's she was almost overwhelmed with a rush of fear and confusion before it went silent.

" _ **Spyke has been eliminated."**_

Once again the teens looked among themselves, shocked at the sudden declaration. They hadn't heard anything, no shouts, no struggle, no warning or hint of any kind that something had happened. "Start moving toward where you felt him last," the brunet decided, moving in the direction as he spoke. "Tell Rogue to keep the stealth going. Kitty, stay next to Jean and phase her if anything comes at us."

The curly-haired girl nodded, moving closer to the elder female who looked away from a mild glare at Scott for thinking she needed such protection to give what she hoped was an encouraging smile. But that smile dropped fast when a spike of aggression screamed at her mental senses. She opened her mouth to shout a warning but all that came out was a rush of air forced from her lungs when a body impacted her stomach.

Sent rolling from the collision, she wasn't able to see the tiger beast that had attacked Kitty and Kurt leap from the darkness with a roar once again, this time wrapping one of its large paws around the face of the team's leader, lifting him into the air, and then bringing it down to smack him into the hard-light grass _just_ strong enough to knock him for a loop.

Kitty, who had let out a squeak when Evan's body had come flying out to impact the girl who had just moments earlier been standing next to her, managed to roll away from a backhand strike that would have definitely rattled her and slipped through a tree using her mutant ability, only to see it shattered by a second blow just as she cleared it. She barely had the time to register the computer announcing her leader being knocked out of the session before snapping into movement trying to reach Jean.

The redhead in question used her telekinetic powers to lift the unconscious Spyke off of her and gently set him aside before standing and getting her first look at their attacker. The first thing to stand out to her, was the symbol on the beast's leotard, a green hourglass in a circle just like the watch their new teacher wore. She began to concentrate on her abilities, but the creature roared out a challenge, raising his hands into the air.

"LET ME TELL YOU SOMETHING X-MEN! YOU UNDERESTIMATED RATH, AND UNDERESTIMATING RATH IS THE BIGGEST MISTAKE YOU'LL EVER MAKE!" The werecat slammed a whistling backhand into the nearest tree, catching the falling trunk and raising it over his head like a spear. "CUZ RATH IS THE BEST AT WHAT HE DOES! AND WHAT RATH DOES IS FIIIIGHT!"

That last sentence was punctuated by the javelin tree being flung toward the waiting Marvel Girl. Too wide by far to dodge, and with Kitty not close enough to faze her through it, the senior called upon her powers, gripping the massive hunk of hard-light coated metal with her mind.

Meanwhile, up in the viewing area, Ororo turned to her shorter fellow staff member who seemed torn between annoyance and amusement. "I don't recall you using your favorite little line in his presence Logan," she said.

"That's cuz I didn't," he growled back. "Bastard stole my line and I never even said it to him."

"I guess you'll just to have to see how you fare against this…Rath character," Charles said as he watched the alien in question get caught in the chest mid leap by his own projectile courtesy of the team's telekinetic member. "I'm sure that would be quite the entertaining match."

Back on the ground level, Rath glared at where Jean was standing and waited to see what would happen next. One ear twitched, and he rolled forward just in time to avoid the hand that had tried to touch his bare shoulder. Coming out of the roll on his feet, he spun to grab the wide-eyed Rogue by the back of her green chest armor, lifted her in the air like most people would a pillow, and hurled her straight at Scott who had only just returned to his feet clutching at his head as if still not quite recovered from the impact it had with the ground.

Clear of threat, he raised one hand. Fingers wide as any of the teen's arms curled into a fist and the single black spike protruding from the back of his gloved hand extended out. This spike was jammed into the ground, a tremor shaking Jean and Kitty as they tried to advance on them. The short stumble was all the Appoplexian needed, leaping the short distance between them with arms extended, connecting against their stomachs as he shouted out: "LIBRA LARIAT!"

" _ **Marvel Girl and Shadowcat have been eliminated."**_

The girls groaned from where they hung over his extended arms, Rath grinning like a cat that got the canary as he gently lowered them to the ground. "You two rest it off. Just one more left." Said 'one more' announced her still being in the game via a blast of light impacting against his chest like thunder. The tiger man roared in pain as the blast lifted him off his feet and carried him back until a 'tree' halted his progress.

"An' she's pissed!" a young lady's southern twang was just barely discernable over the ringing in his ears. But it was enough to let him know where she was and he managed to jump up in time for a second blast to strike the tree instead of himself. A moment to find her and he was forced to move again to dodge yet another blast that sheared off the branch. Upon landing he was off, sprinting for Rogue. He dodged around her eye blasts, making use of superior physical ability and her apparent lack of experience to avoid another hit.

Just before he reached her, he dug his hands into the ground to gather some of the artificial dirt and tossed it up into her face. Those eyes, a darker shade of green than his own when human or Jean's, snapped close on reflex and he used that to his advantage. Moving around the teen, powerful arms wrapped around her waist and with a cry of "OPHIUCHUS SUPLEX!" bent his body backward to bring her head smacking into the ground. Thanks to years of experience, Rath managed to control his strength to the point that when her head collided, it was only with enough force to daze the girl. This gave him just enough time to roll away, and place one extended claw to brush her jugular.

The computer seemed to have deemed this as enough to count her as 'dead' and the simulation terminated. The forest faded away, poles dropping into the floor and leaving only the ones broken in the scuffle behind. The fight over, Rath turned his hand over, leaving it open in an offer of assistance which the girl grudgingly accepted with the hand she still had the glove on.

Once on her feet, Rogue redonned the glove she'd removed and stepped around to check on her teammates. Rath watched on for a moment, before his body was enveloped in a emerald light. It cleared a moment later, leaving a smiling Benjamin Tennyson in the cat man's place with arms crossed.

"Round One is over," Logan's voice rang out through the speakers. "Winner…Ben."

 **XXXXX—And Cut—XXXXX**

 **Well, gotta say the so-far positive feedback I've gotten about this has been pretty uplifting. For that reason I've decided to go ahead and try to make this one of my focuses for stories. Though I do have to caution you that Arashi and I are going to be making these chapters a bit longer than has been my norm.**

 **That's the aim at least. Since Marvel is huge, huuuge I'm telling ya, and so twisted around thanks to time travel, alternate dimensions, and the crap going on in their own timeline that to make a believable story it's going to take some world building and research.**

 **That means updates will be spaced out pretty decently. Just wanted to put that up front right now so you have been forewarned this will be a long-term project. I do still plan to update my other stories after all.**

 **Now for some replies to reviewers:**

 **Houseoftards** , I know we've had a brief discussion in the private messaging but I'm putting a reply here so anyone with similar thoughts have an answer. One of the things you pointed out was Ben sharing stories about the Omnitrix. To any reading this who wondered about that, Ben has not said a word about NRG, Clockwork, Atomix and Alien X. I don't think anyone would be happy to know there are aliens that manipulate radioactive energy, OR one known to distort time and reality as he pleases. So yeah, that isn't a known thing just yet.

I have rewritten the first chapter and the replacement should now be up instead of the original.

Brining up Alien X moves me right to the review left by **Jose 19.** You mentioned I'd have my work cut out for me and I whole-heartedly agree. There are some MAJOR hitters in the Marvel realities and Cosmic beings are no joke. Though the fact Alien X has tanked being right next to a universe destroying device and then recreated the entire universe destroyed by said device with only a few differences and nobody the wiser makes me think he can stand among them. Though with what I have in his backstory Ben is going to be hesitant to use that form, that and I won't make it easy just pull him out and everything's better. As for Thanos when he's got the full power of the gauntlet at his fingertips…well that remains to be seen.

To the reviewer with the name **Casually Posting** I agree there was a lack of solid ones which was actually a major factor in Kamen Rider and I starting this one. I've found a particularly enjoyable crossover of Ben 10 with Young Justice but nothing really with Marvel. Hopefully this one will be counted as a good one.

Guest – I didn't have any way to respond to you other than here, so I'll say the reply at this point and hopefully you see it. Ben did not have a kid yet, he's only twenty and was in a serious committed relationship with Kai. He does have a lot of the aliens from the source material though he doesn't have the Biomnitrix which I saw being asked about by **Mindbreaker101.**

Finally, to **Highlander348** who asked if Ben will have a love interest. Yes, he will, though I haven't decided if I want to announce who or just let the speculation go until I reveal it. For now I'll play that close to the vest. Feel free to give thoughts and suggestions though.

 **One last thing before I go I have another story recommendation to check out: SmallvilleX: Evolution which is written by** ben10987654321. **A crossover of Smallville and X Men: Evolutions that does very well. The author has created a very well done mixture of the DC and Marvel worlds I highly recommend visiting.**

 **Well that's all I have for this go-round. Hope everyone enjoyed and I hope you enjoy the rest of your day. Until next time, this is Yurei King signing out!**


	3. Chapter 3

**Welcome one and hall, to another chapter depicting the life of our favorite alien watch user. This time we cover the next session and a little building for later stuff.**

 **Won't go too in detail here so I'll let you carry on here and thus I declare ON WITH THE CHAPTER!**

 **XXXXX**

Ben's eyes wandered over the group, those conscious managing just barely to reach their feet while the others remained completely oblivious to the goings on around them. Letting his arms drop to his sides with a sigh he looked up to the control center. "Call a break, these guys took this a lot worse than I was expecting."

"I have the medical center already prepared Mr. Tennyson," Charles' voice called back over the speakers. "Jean, Kitty, if you would be so kind as to help your teacher escort the injured to the designated facility I would be most grateful."

Growling to herself, the redheaded telepath managed to lift herself to her feet and help the curly-haired Kitty to do the same. "Yes professor," she mumbled, reaching out with her mind in order to lift the unconscious Scott from where he had lain after Rogue had accidentally drained him. Said southern girl had begun moving to lift Kurt from where Rath had left him after making him faint.

Before she could even touch him, however, a flat panel of blue energy shot past her close enough to ruffle her hair at its passing. Stunned, she could not help but watch as it snaked its way beneath the blue boy's body, lifting him like a cobalt stretcher. Said goth girl turned, gray eyes tracking along the construct's length back toward where it came from and locked onto the outstretched hand of Ben. His gaze turned to meet with hers, lips quirking into a smirk and he offered a brief wink before turning his attention back to the now-moving Kurt. If he saw the blush coloring her otherwise pale cheeks he made no sign of it as he stretched out his other hand toward Spyke.

Rogue watched as an orb of blue light rose from the palm of the outstretched hand, expanding until the reaching the size of a softball and its far end expanded outward. A wide beam much like the one extending from the opposite hand shot out, dropping low to the floor and scooping up the skateboarder. Once both boys hovered at the same level as his hands, the energy began to withdraw, shortening the ribbons until they were just in front of the brunette.

With a satisfied nod he looked to the gaping Kitty. "Could you lead the way please?" he requested, tone even as if nothing unexpected had happened. The valley girl blinked, clicked her mouth shut, and nodded before moving off all the while ignoring the chuckling man following behind.

"So, what was all that," a glance toward the voice showed Rogue had moved to walk at his side, eyeing the glowing energy as if expecting it to lash out. "Do you have more than one power?"

"I do," he turned back to smirk again. "A few hundred actually." His words, overheard by all and sundry, froze the others in place as they turned to gape at him once again. He decided to be extra mysterious and lowered his voice to an exaggerated whisper. "And I'll tell you something else…none of them are mutant abilities."

With that bombshell dropped on them, Ben stepped out into the hallway and found another door had opened on the opposite wall almost directly across from the danger room's double set. "Hmm, that's a smart place to put it."

"I'm glad you approve of the location," Charles drawled from where he had parked his chair. Directly to his left was a bed occupied by Scott who had yet to move. A casual wave to his right directed his attention to the empty pair of beds awaiting his cargo and a simple wave of glowing hands had the hovering teens gently placed upon them. The blue aura faded and once again Ben seemed the epitome of normal, an appearance that everyone was now **firmly** aware to be a complete farce.

Professor X, as the children had come to enjoy calling him, took this in stride. Bald head gleaming as it partially reflected the light above, he moved to each boy, utilizing his telepathic powers to determine their mental state. "I believe we will need to give them all at least two hours to recuperate," he finally said whilst looking up to Ben with a mild frown. "It seems holding back is not a methodology to which you subscribe Ben."

One brown eyebrow rose at the gentle rebuke and while the smirk he was presenting did not change, it seemed to gain just a slight edge to it. "Charles," the voice light hearted and yet carried a hint of chill. "Trust me, as Rath I could have easily killed every single one of them. I held back **immensely** and believe me when I say he is, by far, not the strongest in my arsenal." What little Charles could sense of the younger man's mind rang with truth. Rath was powerful for sure but he was limited to purely physical combat and among them he had one in particular far more skilled than the brute force bipedal tiger and several stronger ones.

Sky blue and emerald green locked for a time, before Charles looked away. Powerful a telepath as he was, he had been able to feel the strength of Ben's solid decision on how he treated these students, and that arguing would be pointless. So, he decided that instead he would try and alleviate a little of the strain.

"I understand," he said. "But still it will be a while until they can partake in the next course. If you have anything you'd like to do until then feel free."

"And that's my cue," Logan growled from the hallway. "I heard that doc sayin' you worked on the car he gave you. If you're a grease monkey you'll want to see where we keep the tools and such. I'll give ya a tour of the garage while we're waiting."

Ben nodded, turning to walk alongside his self-appointed guide but a voice calling out stopped them. "Ya' got a car?"

Looking back to see the curious gaze of the young Rogue, he nodded. "Sure do."

"What kind?" one hand rested on a cocked hip.

The next word had her eyes widen marginally. "Thunderbird." She blinked. "Wanna see?" She blinked again, and then nodded as black-painted lips turned in the slightest of smiles. _So, she likes cars huh?_ He put it out of his mind for now, simply giving a little wave of invitation and the group of three outcasts walked up into the mansion proper and then out onto the path leading for the garage.

When the door open, the girl's gasp at what lay before their eyes caused a sense of pride to well up in the young man's chest. In the light of the morning the black metal gleamed, flawless as the day it rolled out of the dealership it had come from. Polished to a shine and ready to roar out onto the road once again.

The men left Rogue to admire the car for a moment as Logan showed Ben the working area. The last two sections of the long garage were equipped with lifts to allow for work under the vehicles, and rows of tools in all varieties were neatly organized, something the shorter and older of the two made sure Ben realized was a state that he would maintain or suffer consequences. Considering the statement had been emphasized by the drawing of indestructible claws and an expression of utter seriousness, Ben decided to agree.

Utterly unsubtle threats and promises done with, they returned to the area with Ben's car and Logan directed his attention toward what was parked a few spaces over. Logan let a hand caress the bike's tank as he knelt at its side, other hand already propping open the toolbox he had grabbed when showing the collection to the new teacher. He paused with the wrench in hand, turning so that he could look at the girl who was now looking through the Thunderbird's open window for a peek at the interior. "Hey skunk stripe," she turned to look at him. "You want a lesson in fixing up machines? Lord knows your team could use someone with a little mechanical knowhow when I'm not around."

As he expected, her answer was not quick nor made without thought. Her eyes searched his and the face they were a part of, tracing the contours in an effort to find any hint of deception or hidden motive. When none was found, she gave a slight nod and a shrug. "Why not?" she said while stepping over to join the older, even if she had absolutely no idea by how much, of the men and kneeling opposite the bike. "I haven't picked an elective for this year yet, so this could work."

"Alright then," the wrench was placed into her gloved hand as he began removing the seat. "We'll start with my bike and then move on to the van and Chuck's limo. This is a Titan V-Rod from Harley Davidson. It uses overhead cams and liquid cooling, something the company actually developed with Porsche if you can believe that." Ben left the moment of instruction, instead moving back toward the far end where one of the tables had been left bare for any who might need it.

A wave of his hand near the right thigh of his pants and unseen by any a small green light ignited in the palm of the glove he still wore. A green strip lit up in the fabric of the pants, a straight line trailing from the hip before splitting in two to from a circle and once rejoined continued down the leg. From that circle sprouted a thin, flexible black circle which stuck to his hand as if magnetized. This black material he lifted to hold over the table, and with a flick of the wrist it dropped and expanded with a whisper.

The circle split into four equal sections, a green screen of sorts expanding to create a long rectangle glowing a faint emerald light. Snapping to similar dimensions as a snowboard in the span of time one might blink, its downward momentum halted, leaving the new device hovering just a few inches above the table's surface. Frowning in concentration, the green-eyed man placed a hand on its top, pushing gently at different spots and making a series of mental notes on slight gives here and there. Nodding to himself, the hand lifted and dropped to the belt holding his pants in place, thumb pressing against what any other would have dismissed as a simple mark of some strange language.

The sigil glowed a brief green, before what looked like a coin with the mark in its center popped free to be gripped by thumb and forefinger. This 'coin' was allowed to rest on the table, pressing the symbol yet again. The small things seemed to melt into a strange puddle, spreading out much farther than anyone could have expected, before forming a large strip of black cloth marked with green lines akin to what is seen on a circuit board. Pockets were sewn into this cloth, each holding a tool that looked to be geared toward working on something mechanical.

Plucking one of these tools from its place, he bent over the hoverboard and pressed it to one of the small circular areas running along each edge and down the center. A click and hiss of air had the object coming free and Ben placed it onto the table. The tool was returned to its pocket while two more were taken to replace it. With these, he took the small puck apart and began working on the small circuitry held within.

Time is a concept both greatly studied, and just as impossible to understand. Minutes can feel like hours when one is miserable or impatient…and hours can flash past with nary a blink if one has their mind occupied either through some enjoyable experience or are just simply busy. It hadn't felt like much time at all had passed before Charles' voice was calling the scattered inhabitants of the institute back to the danger room. Returning his tools and hoverboard to their rightful places among his ensemble, the quarter-alien from another reality fell in step with the unapologetic Canadian and gothic southern girl on their way back from the garage.

They were met at the doors to the room by the rest of the team. Scott seemed to be glaring at the green-eyed man, set of his frown one of dislike but beyond that seemed willing to withhold any sort of comment for now. _He doesn't take defeat well I see,_ Ben noted whilst returning the frown with a grin. Hands in pockets, he strolled without a care in the world and arched an eyebrow in challenge to his fellow brunette.

Charles saw this, frowning slightly but decided it was something he can address at a later time. Instead he chose to bring everyone's attention back to the matter at hand. "There are two more exercises left," he explained. The next stage was chosen by myself. You will be engaging each other on a ship, though its type and size I shall leave unspoken. Enter the room, take the positions you had previously, and the simulation begins as soon as the image solidifies."

The group nodded without speaking and entered the room whilst the staff moved back to the command room. A quick elevator ride later and they were staring down into the wide practice area. As his hands moved over the keyboard to prepare the room's holographic system Charles considered his new hire.

The mental control he exhibited through that impressive defense mechanism was maintained even at night which meant it was hard to get a read on the young man. Charles would admit a lot of his ability to read a person came from his telepathic powers despite his endeavoring to learn such based on what he saw as well as 'heard' in those he is examining. Stephen had mentioned Ben had experienced something tragic though what he did not know as it was the young man's business to share and he had not chosen to do so yet.

But what had the man worried at the moment, was that for just a brief moment Ben had slipped in his control. The black hole lost its gravity just after he had woken earlier and a whisper of his thoughts and emotions. Well, it was more of a scream, a scream that emanated a deep pain. There was also an image carried with this wave of emotion, a hulking figure clad in armor of red and black with tentacles sprouting from its bald head. Fear, pain, rage, and a burning hatred that reached an intensity he had only felt from one other person.

He had slammed down on his defenses quickly, leaving only that brief glimpse more than enough to keep the professor from sleeping the rest of the night. He had also felt Jean's mind for a time and realized the young lady had seen at least some of it as well, especially after seeing the worried glance when they met up again in the Danger Room. He resolved to bring that up later with her before her natural curiosity took things too far. _However,_ he further decided as he activated the sequence, _that is for after Ben finishes his teaching session._

From their vantage point, Charles, Ororo and Logan watched as the floor panels began to lift while carrying the students and new teacher into the air. Reaching half the height of the rather large room, more panels were brought up to form what would become lower decks of the soon-to-be vessel. A tall tower began to form between the competitors, growing out into the command center of a cargo ship. The shifting ended, hard light projectors sparking to life to create the giant carrier.

Watching as this all began to take place, once again Charles marveled at this machinery. It had been arranged by Reed Richards himself when Charles had offered sponsoring him in one of his endeavors. He had never told the man who would become known as Mr. Fantastic to the public what exactly the room he designed would be for. He had explained that with growing tensions all around he had felt it important to build a personal security force, but he didn't want it public knowledge what kind of training they had.

Having long been associated before such, the fellow scientist had agreed. Charles had just expected a slightly advanced training room, but he had forgotten one very important aspect comprising the mentality and character of Dr. Reed Richards. When the man had found himself interested in a project he was unable to keep himself getting lost in how far he could take it.

One example was the holographic technology he was seeing come to life this very moment. Large the room may be, it was entirely too small to create a full-sized cargo chip, but the projectors were so detailed it looked like they were standing upon one. Reed had explained that the lifted panels would actually move to create a path and the illusion of movement while the holograms would make the distance between the points seem to extend.

An example of this very process was shown in the placement of Ben and the X-Men. Ben had been placed on the far side of the ship with the control tower between him and his foe which had been left among the aisles of shipping containers. He noticed through one of the cameras that the teens weren't moving and instead talking. Interested in what they were planning he flipped a switch turning on the microphones in that area.

"So, he's got a whole lot we don't know anything about on top of being an energy user **and** turning into that…thing?" Scott questioned Rogue who nodded with arms crossed.

"He said something like having a few hundred different things to throw at us," she continued her report. "But all I've seen are that tiger thing he turned into and that blue energy he used to move Kurt and Evan to the infirmary."

Charles frowned at the use of names in the field. He had been trying to get them to use the codenames when 'on mission' because it could cause issues if they were overheard. He felt a brief flash of irritation from Logan geared toward the same matter and made a note to have both he and Ben press harder on that issue. Speaking of Ben, Charles turned his attention away from the planning teens to check on his new hire only to find the space he had been occupying empty. A brief check of the nearby screens gave similar results. Curious, he briefly reached into the astral plane with his telepathic powers searching for his mind only to find those of his students alone in the room. Frowning, he pressed a button and the screen began reversing until he saw something that even made himself nervous.

Rising out of the steel deck of the vessel was what he could only describe as a ghost. Dressed in what looked to be a blanket with one green eye peeking from the center of its tall head and with the Omnitrix's face proudly fashioned against its chest he knew it could only be Mr. Tennyson. It phased up through the deck in the video's reversed play and was then enveloped in a flash of green before the man himself stood in its place. That was when the professor pressed the play button and watched the entire event happen in its original order, this time noticing the green chains and manacles around the alien's neck, wrists, biceps and where a waist on a human body would be. This creature had no legs to speak of, only the tail one could see on many ghosts in human folklore, Halloween decorations and cartoons for children.

When this new form of Ben's sunk once more out of sight he seemed to vanish entirely, no camera's able to pick him up. "Intangibility and invisibility," he mused aloud. "I wonder if he's going to resort to just stealth this time or perhaps switch to a shock attack like the last round."

"Care to make a wager on it?" Logan called from where he was standing in front of other screens, each showing vitals of the students. There was one that had been showing Ben's that now remained blank, it appeared this new creature was not technically 'alive' to begin with. The long-lived Canadian fished his wallet out and held up a pair of twenties. "Forty says he lets em get a false sense of security and then crushes em."

His fellow teachers looked at him for a long moment before Ororo spoke. "I say he only uses this phantom character to scare them into submission. A more psychological play."

A silence hung between them as they watched their students begin to move. Charles watched Jean raise her hands to her temples to better focus her telepathic abilities only to drop them a moment later and shake her head. She must have encountered the same issue as Charles, a lack of mind to latch onto. When she told Scott, he frowned as well but began to issue orders.

Once again Nightcrawler and Shadowcat moved out ahead, though remaining closer to each other than in the previous exercise. "Both," Ororo and Logan turned to look at their host as he folded his hands before his face and watched the monitors with rapt attention. "I believe Ben is going to further drive home the point that overconfidence can kill, and he will make sure the message is learned intellectually, physically and emotionally."

"So…in short he's gonna mindfuck and thrash em all in one is the bet you're placing?" A sharp glare was sent Wolverine's way for the language and once he looked away in obvious admittance of said reprisal Charles nodded.

"An oversimplification and far too vulgarly spoken for my comfort, but accurate nonetheless." His rebuke delivered and accepted he turned back to the screens, fingers rising to steeple before his lips and waiting for the chaos to come. _'They need this,'_ he told his conscience when it questioned against such things he suspected awaiting his students. For just a moment the image of a figure danced in his mind's eye, a hovering man dressed in armor of red with billowing cape and hand stretched out as if to grab something and his resolve tightened. _'If they are to survive and we are to accomplish our dreams then they need to be prepared. I only hope they can grow from this.'_

In the belly of the 'ship,' the team was moving through a hallway in a formation Logan had come up with. Nightcrawler would teleport with Shadowcat to just before the next corner where the girl would phase through the wall to peek around the corner. Whenever she saw no apparent threat she would wave the next forward which alternated between Spyke and Cyclops. This time it was the basketball star who moved midway down the hall, fingers splayed and ready to fire his signature spines in case of ambush.

Rogue came up next with Jean not far behind and Cyclops covered the rear, constantly checking behind himself should anything jump them from behind. Unfortunately, when an enemy possesses the abilities of invisibility and phasing through solid matter among his repertoire, he had no warning for what came next. Something shoved into the young man's lower back and sent him stumbling with a slight yelp, bringing the others spinning on a dime to check on him. They found their leader searching his immediate area, hand to the side of his visor poised to unleash the blast of concussive force just waiting behind his eyeballs but finding no target. Finally, he let his hand drop.

"Something pushed me," he said. "Jean, you said you couldn't find a mind earlier. Maybe whatever form he's taken lets him turn invisible mentally and physically." He raised a hand to his chin while his lips, the only visible sign they had on his mental state, dropped into a deeper frown than before. "Nightcrawler, you've got better hearing than any of us, focus on it and try to find any sounds of movement. Spyke will keep an eye out too, there's a chance it's not complete invisibility and we'll at least see an outline. You see anything that looks suspicious you fire first ask questions later, got it?"

The team nodded and with a quick wave he gave the order to continue moving. He paused in his own advance however, looking back for a moment longer before turning and continuing to follow the group. Up in the observation deck, Logan's eyes narrowed. His upper body leaned forward as those blue orbs tracked some detail he seemed to catch before suddenly widening.

Sensing the shock emanating from his colleague, Charles turned to look at the wild man. "Is there something wrong Logan? I thought you would be a little bit placated after they finally switched to using the codenames again."

The unofficial handyman of the mansion shook his head and schooled his features. "Just making mental notes for my own training sessions. Though props should be given for getting the tactical mindset. Though we should hammer in the fact once they head out on mission it's codenames only."

"Agreed, and I might have some insight to share on that," Ororo commented from where she was lounging in one of the observation deck's chairs. "What subject are you considering at the moment?"

"Situational awareness for one," he grunted without hesitation. "Subterfuge and the counter to it for another." Neither the professor nor the weather mistress doubted his capabilities in such areas for even a moment. Gruff, straightforward and violent Logan may often act, the man had proven himself time and again to be a gifted infiltrator and combatant. When he spoke on such topics, many would do well to listen.

"Perhaps after supper tonight we faculty should meet and begin devising a more thorough training schedule," Charles said whilst reaching to press a button on the console before him. Next to each of the teachers a light blinked, and a light hiss of air sounded as screens unfolded from the formerly smooth areas, revealing keyboards conveniently rising to fill the gap they left behind. "Please put any notes you have down while observing and we will go over them at that time." The two nodded and moved to do so but kept one eye constantly on the display showing the team's progress through the course.

By now they had reached a large cargo hold almost completely devoid of any cargo. Stained walls and chains clinking as they swayed with the ship's simulated movement. A few empty metal boxes lying on their sides and chains that looked to once be wrapped around them seemed to be the only evidence of cargo ever having been in this area.

"This'll be a good defensible position," Scott decided. He pointed to scattered debris that littered the area. "Marvel Girl gather what you can of that and bring it to that wall." The pointing finger moved to indicate the one farthest from their current position where a staircase led up and formed a platform along it before moving farther up into some unseen area in the deck above. "Kurt and I will take position up there to watch for wherever Ben comes from. Spyke, use your quills to help Marvel Girl turn that stuff into a wall we can use for cover. Give Rogue a spear while you're at it just in case she needs to defend herself. Shadowcat, you'll be staying with the group, if you see anything coming for one of them you ghost with them and keep them out of harm's way."

The team nodded at the strategy and moved to follow through. In a matter of minutes, the team had a rough fortress built and were awaiting provocation. On the platform above Scott leaned against the railing, head turning now and then as he scanned the room. Jean had taken up a middle position below, Rogue watching through a gap in the right side while Evan had a spike in each hand, ready to throw at a moment's notice.

"This is a good setup," Scott turned to glance at Kurt, the comment's origin, where he had been crouched on the railing.

The brunette nodded. "Yeah…too bad though." He looked back to the floor with a frown. "It's got one heck of a flaw."

The teleporter looked to his friend and leader, head tilted in confusion. "What would that be?"

"From above it's gonna be like shooting fish in a barrel." Scott's hand shot up to his visor and with twist of the dial at its side a powerful blast of red light shot out to slam into Jean's back. The redhead was only able to barely cry out as the force knocked her to the ground, scorching her suit and leaving her dazed. He immediately turned the blast onto Kurt, the energy's force lifting the startled blue devil from his perch and carrying him across the room to slam into the far wall. He fell to the ground, unconscious.

" _ **Nightcrawler and Marvel Girl have been eliminated"**_

"What the hell Scott?!" Evan bellowed his confusion, reflexes honed dodging around players on the basketball court allowing him to roll away just before another lance of energy could impact his position. The visor-clad teen seemed to ignore the statement, turning instead to unleash his mutation onto Rogue only to find his head jerked backward by impact and said visor suddenly pulled from his vision. He had enough time to realize it had been hit by one of his previous target's quills before a torrent of crimson light blasted out, suddenly free to wreak havoc.

What followed next would terrify the others when they recalled it later. Instead of reaching for the visor that kept his otherwise uncontrollable power at bay, Scott's whole body seemed to slump onto itself, eyes closing, and he fell backward as a strange form burst out of his chest, a limb of smoky wisps reached out to snag the flying visor. The hand that held the familiar device solidified first, showing four claw-like fingers gripping its yellow band, a gray arm grew from this hand's wrist, a bright green manacle faintly glowing where it rested there. As more of the arm grew, the teens still watching were able to see black lines marking the limb, and the torso that grew out next. From this torso grew a second arm, as well as a tail where the legs should have been. They saw more of those green chains, one acting as a belt at the waist, one on each wrist and bicep, and a final one around the neck. The head, the final piece to solidify, was almost completely featureless, save for those same black lines extending up, where a single green eye watched them all. "Hello kiddies," this phantom entity called down with a cheerful wave. "I'm guessing you weren't expecting this?"

Ben wasted no time letting them think of a reply as he leaped into action once again. Spyke instinctively caught the visor thrown at him, leaving his guard slightly off kilter allowing for their teacher to swoop toward Kitty unhindered. The poor girl tried to phase her way to safety, only to feel her heart skip a beat when the body slammed into her own as if it were its ordinarily solid state. Caught off kilter once again, she had no chance to fight back as a hand clasped onto the back of her head, one claw of the other tapping against her throat. "Do not move," the creature's voice, a hiss that dripped with sinister intent, whispered out into the cargo hold. "Make a move and your friend is _**dead**_."

So convincing was the threat that the last two remaining conscious members were unable to move, and the voice of Logan called out in the heavy silence afterward. "And that's two for Ben. Simulation terminated."

The sea-born vessel faded away, allowing the original room to take its place. Floor plates repositioned themselves, returning to the solid plane they had formed before activation, leaving the team lying around the ghost creature who had just released his hostage and floated back to give her some space. The were forced to blink and turn away when his body erupted with bright green light, and left Ben standing in its place, expression apologetic as he looked to the brunette.

"Sorry for the scare little kitten," he said, though still kept his distance in case the girl was still troubled. "Ghostfreak is one of my more…" he paused, fumbling for the best words to describe it, "intense forms I guess is a good way to put it."

"How bout damn terrifying!?" Rogue screamed at their new teacher from where she'd yet to move. She stared at Kitty's throat for a moment longer, ensuring there wasn't any damage, before turning to glare at the elder man. "What the hell are you!?"

"Technically I'm human," Ben shrugged. "For now at least, but that's not important. Let's get our newest batch of patients to the infirmary, shall we?" Without pausing to give them time for thinking up a reply, he held up one hand calling up that same orb of cobalt energy he had used after the last simulation. Three tendrils burst from it this time, each moving to lift one of the unconscious students. Once all were off the ground the tendrils withdrew to his position, merging into one large pan holding all three comfortably. He then moved them to the wide doors and into the facilities meant to offer tender care and first aid where Charles was just moving to enter, once more looking slightly perturbed by the methods used to educate his wards. Logan and Ororo were right behind him, the shorter of the two looking mighty satisfied with himself for some reason.

Ben directed his construct to split again, depositing each of his burdens onto a bed before letting his power fade once again. "Don't worry bout Scott Charles," he said as the professor was moving toward the bed holding the teen in question. "He just needs some smelling salts or something else that'll wake him up and he'll be fine. My overshadowing does nothing to the mind or body except push their consciousness into the passenger seat."

Instead of slapping the teen, which he knew would have amused at least Logan if not his teammates, Charles let his brow furrow and reached out in a mental nudge. In an instant Scott's conscious mind leaped awake, followed by him sitting bolt upright and gasping. Confused he looked around, not understanding what had happened. The professor left Ben to explain as he moved to Jean's bedside, where the redhead had been placed face down with said face resting in the opening made specifically for such occasions.

The back of her uniform had been ripped open by the beam's impact, and slightly blistered skin had been left in its wake. Fortunately, the hole was only at the point where the beam had struck, a space slightly larger than his open hands placed next to each other between her shoulder blades and the burn was only minor. He knew it would still require a cream to ease the healing but only for a few days and she'd be good as new. What truly surprised the man was that Ben had shown such control of Scott's power, opening only just enough of the visor that she was knocked out, but nothing broken.

"It's part of the overshadowing ability," Ben explained when the professor questioned him. "The longer I spend in someone's head, I can access more of their memories to better imitate them. Makes Ghostfreak the perfect form for infiltration if I have a few hours to get comfortable in my new skin."

"That's completely unfair!" Scott suddenly barked from where he had managed to stand, one hand still braced against the bed he previously laid on for support. "You show no sense of rule or fair play, how are we supposed to learn anything if all you do is sneak around and jump us like a coward!?"

The silence that followed that brief tantrum hung like an actual weight on the shoulders of all there to witness it. It seemed as if the world had paused and was just waiting for what came next. Slowly, Ben turned from where he had been looking at Charles to meet the visored gaze of the team's leader. The green of his eyes had become like chips of emerald, cold, unfeeling and reflecting a sharp light. His lips curled downward from the easy smirk they previously sported to settle into a thin line. Every muscle seemed tense, like a snake preparing to strike.

Logan sighed, one hand rising to pinch his nose. _'He's done it now.'_

The thought proved prophetic as in the span of time between a breath and the next Ben had stepped forward directly into Scott's personal space. _"Fair?"_ the words slipped between grit teeth in a hiss that sent chills down the spines of all who heard it. "Do you really think anyone you fight in your little campaign are going to give a flying _fuck_ about being fair Summers?" A finger jammed into the brunette's sternum. "Fair isn't in the vocabulary of a soldier, which some people you face will be. Fair means nothing to a fanatic, which I bet what's left of my future on you coming up against if things go the way they are."

He turned to look at everyone now. "Mark my words kids, you're not just being trained to control your powers. This little X club of yours, you're all being taught to _fight_. Something you've all started doing if what I've heard about this little brotherhood you've clashed with now and then is anything to go on. If there's one thing I know then by any gods out there who actually give a damn about us little people I swear you need to understand what I am about to say: People. Are. Stupid. They are greedy, fearful, and easily lead by someone with a half decent speech and a little passion."

He turned back to look at Charles. "Fear, this whole mutant issue you hear about whispered but nobody wants to bring out just yet that's all fear. And eventually, inevitably, that fear is going to turn into _hate_. A person may be able to reason and talk, but people. People become a mob faster than you can blink and the masses are **SHEEP!** They will hold you up on a pedestal one second and cast you into the gutter the next. Just like the people in my world did to me at times."

He paused there, remembering how easily the media, government and people in general could turn on him. When Kevin first appeared with the mixed alien forms all the good he had done was dropped instantly, the government put together a new team specifically meant to hunt the aliens down. Then there was a rich businessman hoping to use his campaign against them to sell his robot to the military. There were more cases of course, all giving him the absolute certainty that public opinion was fickle at best.

"I agreed to come here because I think Charles is right. We _need_ to find a way to make coexistence happen, because if we don't then this whole planet will rip itself apart when war breaks out. But I'll bet there's something about all this—" he waved a hand to indicate the area they were in "—that you still haven't thought of. There are going to be people looking to enslave mutants, use them in military, or dissect them to see what makes them so special. And on the other side, there will be mutants who think their powers give them the right to crush 'regular' people and rule over them like some warlord or gang boss. You're training, that's going to help you stop them."

"So, I'm going to train you. I'm going to beat you to your knees and challenge you to get up, I'll come at you sidewise, I'll pack so much experience into your heads it'll pour out your ears and make you take it all in again just to make sure you _survive._ The people you face aren't going to give a damn about fair play, so I'll make sure you not only know what to expect, you'll be able to beat them at their own game."

He turned back to Scott, and for just a moment he let drop his control, and the teen saw the terrible guilt and suffering in the slightly elder man's eyes. "That way there's a better chance you won't make the same mistakes I did before I eventually wised up." With that he spun and began moving for the door. "Cancel the last run Charles, let them recuperate and do whatever you want with their schedule for now. I need to make some plans."

The professor nodded and turned back to his patient. He did not see Rogue moving to follow the new teacher, or that Logan had given Scott a stern look before doing the same. For his part, the visor blaster seemed put off by the sudden rush of Ben's words, looking down and thinking them over before shaking himself and moving to do what he could for the teammates still unconscious. Ororo had gone to Kurt's side, his chest would sport one heck of a bruise from taking Scott's eye beam at close range as would his back from slamming into the wall, but once again the fact he hadn't been crushed was a testament to the information Ben had gotten through the abilities of his form.

 **XXXXX**

Ben walked into the kitchen, stopping as if wondering what he was even going to be doing in here. Luckily for him it seemed someone already had an idea, proven when a hand dropped onto his shoulder and he turned back to see the wolverine standing there.

"You're not doing any good letting the steam gather in your head kid," he growled in that rough voice of his. "You need a project and I could use an extra pair of hands in the garage." Here he smiled. "And I've got beer."

Ten minutes later the men plus Rogue were in the garage gathered around the open hood of the X-Van. The southern girl was given a sarsaparilla, even Logan wasn't crazy enough to let someone underage drink with Charles and Ororo anywhere close enough to find out. The longer he went without being convinced he was a little girl or used to test his ability as a lightning rod the better in his opinion.

"So, you're needing to make this thing more fuel efficient?" Ben questioned.

Logan grunted an affirmative as he began unscrewing a valve. "Yeah, not really very useful if we have to keep stopping for gas. The jet costs a lot to keep running and if we use it too often without a cover story anyone looking into our financials will probably catch on to our activities. The van is an alternative for if we need to avoid being too conspicuous."

Ben hummed to himself, eyes tracking to his car. "I might have something for that." He waved for the curious duo to follow him while moving to the car, removing the glove from his right hand to place against the hood just in front of the hood's bonnet. They saw a brief flash of green light outlining the appendage before he pulled the hand away, letting the hood rise and reveal its inner workings. What Logan and Rogue saw was something both knew that even without ever looking at an engine they would have recognized as not being normal.

In the direct center of the engine block was a column of gray metal, somewhat resembling steel but gleaming in a way the experienced Logan didn't recognize. This column had a round plate embedded in its top like a lid with a grip with which one could be expected to turn to unlock whatever it was covering. From this central structure extended several tubes, some made of the same metal and others of a clear substance resembling glass in appearance but flexible like rubber. Through these transparent tubes, an energy colored bright green flowed almost like liquid to different parts of the engine block.

Ben made no move to explain, instead reaching out to twist the lid on the column. There was a click followed by the hiss of air pressure released and the energy coursing through the engine cut off, extinguishing the light it had been giving off. With a smirk of a showman about to reveal the grand secret of his act, Ben pulled the container from its frame to reveal a long cylinder of clear material from which a beacon of green energy shone, further illuminating the garage with its emerald gleam.

"This…is an energy source I helped create back in my reality," he explained. "It's based on an energy source we called Sub-Energy. Do give a frame of reference, you know those nuclear reactors that give off huge amounts of energy? Sub-Energy has an output that makes them seem like the first car engines being compared to the sun." He let that sink in, suppressing a chuckle with difficulty at their expressions. "But a power like that is a bit unstable to say the least, and we wanted something less likely of being used as a bomb to annihilate a continent so myself and a couple of other scientists of other races worked on creating a middle ground. We call it Viridescent Plasma. Unlike its predecessor, this little beauty only puts out as much energy as a nuclear reactor."

The snort from Logan after that little tidbit was the most flawless example of amused irritation. "Only he says," he grumbled, eyeing the cylinder cautiously. "Is it reliable?"

"You mean 'can it be used as a bomb' right?" Ben chuckled and returned the cell to its place. "If it wasn't in the containment unit we built for the thing then yes it could be. But the unit is equipped to instantly neutralize the energy in case of any damage."

"How?" Rogue moved up to better watch as the green energy once again moved to through the clear tubes.

"We found the energy can't sustain itself when it meets an element that can be found on the home planet of my Ghostfreak form. It just dissipates after a few seconds. So, one of my colleagues fabricated a similar material with the exact same effects as the element, and from that he forged a disc for each end of the cannister and should the plasma be triggered to expand it'll meet the discs and be dissipated."

He couldn't help but smile softly as he let a hand caress the engine. Those couple years working with Azmuth and Myaxx were some of the most fun he'd had outside of working with the Plumbers. Well, it was more like working 'for' them, the two were geniuses beyond any other but they had imparted a lot of information and experience, for which he was extremely grateful.

"I have some data on the process, so I should be able to make more VP generators for your vehicles."

" _Our vehicles!_ " Rogue exclaimed, looking at her new teacher. "You could run entire _cities_ with that thing! Hell, you could rival that Arc Reactor people talk about Stark Industries having if you build a bigger one!"

Ben frowned, looking back down to the engine in thought. He had some plans for making a company that could pull in funds for his future endeavors, but the thought of alternative energy hadn't really factored into his thoughts. Hover crafts, body armor, and alternative weapons for law enforcement were where his brain went to. He would need to talk with Azmuth about that. For now, he looked back to Rogue with a smile. "That's a good idea, I'll have to look into that." He looked to Logan who nodded. "For now, I'll see what I can do getting a setup in your van."

He excused himself after that and returned to the mansion and sought out the professor who had recently returned to the ground floor and moved into his office. "Excuse me professor," he looked up to where Ben had addressed him from the doorway. "Do you mind if I ask a few questions about your Danger Room?"

"I don't mind," he cordially waved to the chair in front of his desk. "Please, in fact I welcome any opportunity to put aside paperwork for a while longer so consider this as doing me a favor."

The two shared a grimace as Ben took the offered seat. Ever since being made an official officer of the Plumbers Ben had his own share of paperwork after missions. Reports were awful, more so when his commanding officer was very particular about them.

"So, tell me what it is you want to know?"

"I was wondering how in depth the hologram technology could be. Can it be used for putting together schematics of a device?"

Charles blinked. "I…am not really sure," he rubbed his chin while considering. "It most likely could, my colleague was quite thorough in his designs. What are you wishing to display exactly?"

Ben hesitated and for a moment Charles was tempted to reach out again with his mind and see if he could get some semblance of a clue as to what he was thinking before shaking it off. He couldn't let himself get so arrogant as to act in such a way without due cause, something he had often remind himself. His power came with something even harder to comprehend at times, a responsibility. Thus, he waited and allowed his new acquaintance to work through his personal thoughts.

Finally, the brunette nodded and leaned forward, propping his elbows on his knees and resting the interlaced fingers of his hands against his chin. "As Strange and I told you, I've been looking into the history and current events of this reality. The people with money, just like in my origin, have all the power. There are threats all around us that need to be taken care of but from what I've found about the Fantastic Four's escapades into the hero business there are threats beyond our solar system as well and I don't like that."

He sighed. "I like your dream of peace Charles, I really do. I also like that instead of just preaching the good word you're training those kids to not only have control but to be able to intervene when necessary which means you can act to back up your words which makes you better than quite a few people I've met in the past. But I don't think it's going to be enough."

"So, what to you plan to do?"

"I plan to become one of those big movers. I'm going to get so powerful economically they can't help but pay attention, and then I'm going to do everything I can to take this world by its nose and drag it kicking and screaming into progress if I must. And I'm going to start…by creating my own company."

"No doubt using technology of your old home in order to gain attention," Charles mused and chuckled at the look given by the shapeshifter. "A logical assumption, and your plan is a good one. What do you need from me?"

"Access." An eyebrow curled upwards inviting him to continue. "Look I know you've got some backers, good as you are I can't imagine you being to pull all the funding of this stuff just out of your own pocket. Plus, you must be backed by someone in the government to steer suspicion away from you." If he noticed the look of unease on the professor's face at how easily he was taking apart his financial situation after only a day, he did not show it. "I don't know much about business, so I'll be looking for some who have that know-how, but I have knowledge of technology, the kind of technology people will flip and, much more importantly, open their wallets for."

Charles leaned back in his chair, intertwined hands dropping into his lap. "It seems you have the beginnings of a plan already. I can't say I support the idea of coercion, which is what you are beginning to sound like, but I have also been in war and I recognize the wisdom of having more than one strategy in how one seeks a goal."

"But you might not like the next part I'm going to have to say. I'm going to need ways to start without tying us together too closely."

"I presume you are meaning to say that if you become an outspoken voice for equal rights to mutants then it could put us under even closer observation."

"And thus, your students by default. You have them keeping a lid on things alright so far, but if things progress how I suspect they will then we know that won't last."

"What do you suggest then?"

"I'm not sure yet, I need to research and get some advice. For now, I would just like permission to use the Danger Room's hologram systems to begin creating schematics and testing out the ideas I have."

That permission was granted without hesitation, the two men even shaking on it. He gave a brief instruction on activating and using the room's inbuilt voice command system and then the conversation was closed. But as Ben was leaving, the professor had one last thing to say and called out as he was about to open the door. "Ben, I know you don't want to talk about it, but I felt the nightmare you experienced last night…and so did Jean. She hasn't said anything nor have I, but she is worried, as are Ororo, Logan and myself." Ben didn't look back, simply hesitating at the door so Charles sighed. "I will not push, I just wanted you to know that there are options. Enjoy the rest of your day, and I'll take the time now to let you know I intend to have a meeting tomorrow to discuss the new schedule with the staff."

"Thanks for the heads-up professor," he gave a cheerful wave and slipped into the hallway, quietly shutting the door behind him and leaving the man to his paperwork. A quick trip to his room had him walking out moments later with the magical bag hanging from his belt, the fabric sack bouncing gently on his hip as he stepped into the elevator and pressing the button for the lower floors.

Once again in the large room of deceptively smooth surfaces, he cracked his knuckles to prepare for the next task. "Danger Room," he called out in a voice slightly louder than a conversational tone. "Prepare a podium for resting a laptop." At his command a panel opened near his position, a metal cylinder rising to match his sternum in height. Nodding to himself, he reached into the bag and from the zipper mouth drew a sleek metal contraption. A laptop that had been designed by Azmuth himself for Ben's use should he require it. It did all kinds of things, store thousands of songs, hack into the Plumber secure network more than a few times, even shot an energy blast though Ben hadn't really meant to do that. Gwen almost skinned him for the hole he put in her apartment after that little stunt.

A few tapped keys had the screen light up with the Omnitrix's symbol, a soft beep repeating itself to show his call was sent but not yet answered. A few seconds of waiting later and the screen changed again, the image of what could best be described as an octopus looking at him from the other side. _"Ah there we go,"_ a woman's voice called out from the black-lipped mouth of the alien before she waved to her caller. _"Hello Ben."_

"Myaxx," the wave was returned in kind. "How's the new universe treating you?"

" _Azmuth is being his usual self so that's fun. You calling to get his input? Dumb frog needs to take a step back and get on a different subject anyway. He's desperate to get enough of his little collectors running out into the cosmos already."_

"Well I think I have something to distract him for a little while at least but I want your input as well."

" _Alright I'll go get him just wait a sec."_

"You do that, I'll be finishing the setup here." Turning back to the room at large he called out a new set of instructions. "Danger Room create the image of a magnetic resonance imaging device, a hospital bed next to it and a circular frame on the ground ten meters in diameter. The holograms came to life at his call, creating the images as ordered. "Good, now place the bed into the frame, leave the bed lying flat."

He was about to step into the image to closer examine it for further changes when the voice of the ancient inventor called him back to reality. _"Getting lost in the process after only just getting started Ben,"_ Azmuth teased. _"You're starting to act like me."_

"Some might say that's a good thing given my penchant for jumping into things. Something learning to think?"

" _They should try working with him a few decades, see how long that lasts."_

"Ribbing later, I've got some work I want you guys' help on. This room I'm in has hologram technology, I think the laptop can link with it and let you guys move around the room with me. Up for it?" A minute or so later the human brunette was joined by the images of a tall green woman dressed in red armor and a beard of tentacles and an amphibious genius the size of a tree frog and standing on a hovering platform to gain a vantage of the imagery they were looking at. "So, how about I fill you in on what I'm planning, and we'll go from there?"

 **XXXXX—And Cut—XXXXX**

 **And there you have it folks, another step towards changing the world. It's gonna be an uphill battle.**

 **Now I'm going to put out a request, if anyone with business training could reach out and offer advice I would appreciate t. I want to make the details and decisions on this to make sense and unfortunately, I have a wild imagination but not much knowledge. I'd love to pick a knowledgeable brain.**

To the reviewer **Sombra-Solitaria** , unfortunately I have very limited knowledge of languages outside the one I learned growing up. I used google translate to read it but I'm not going to use it to make a reply because I'm not sure if it gets everything right with the translator. I thank you for your review. I'm a fan of Four Arms and Humongosaur in their original appearances myself and plan to keep those just because I like them better.

 **Also, one of my reviewers, by the name of** **Megatronus Uchiha** **, had an interesting idea for a Danny Phantom crossover with Marvel. Unfortunately, I've got about a dozen other plot bunnies bouncing in my head at all times so I can't give it the attention it deserves so I'm sharing it here in the hopes someone will be interested in carrying it forward. I still plan to do some work on it just because it gain my brain pumping a little but it would be a while in the making.**

A few years after the end of TUE Clockwork releases a remorseful Dan from the Thermos and starts to show him alternate realities. Chief among them being the MCU. He offers Dan a choice between going to the Marvel universe and becoming a Dark Hero or returning to the Phantom Future and living alone. Dam chooses to go to the marvel verse, ending up in Los Angeles, becoming the City of Angels protector. He stays there for a few years until the events of the Avengers.

Guidelines:

Danny Phantom/Avengers Crossover

Dark Hero Dan

No slash

Powerful, yet not godly yet.

His first appearance on the news must be him stopping a gang war pinning down cops.

Pairing: Dan/Wanda is preferred but I honestly don't mind

Everything else is up to you. If you want it

 **I asked what he thought of multi-pairing and he requested it be kept under ten if that route is taken just in case anyone was thinking of doing that by the way.**

 **Hope you liked it, I'm having fun with it so that hopefully shows. Can't wait to hear what y'all think. Until next time this is Yurei King signing out and wishing you well.**


	4. Chapter 4

**Welcome everyone to the newest chapter of Plumber Among Marvels. I'm sorry it's taken a while to get this out been dealing with personal stuff but not gonna make bunch of excuses here.**

 **Anyway I will say this is not quite the chapter I was hoping to get out, wanted to add in some training and meeting with Mystique but I was taking too long to get this out already and didn't want to make anyone wait longer than I had.**

 **More thanks to Kamen Rider Arashi who reads over my word vomit and listens to the insane stuff bouncing in my head like Flubber on acid.**

 **Also a new shoutout to** Mace sheperd **and** CRUDEN **. Both had some good ideas to share and CRUDEN has been a good source to go to over comic-book knowledge with. Helped me get some solid ideas for future events. Thanks you two!**

 **Hope you enjoy the work and I'll stop blabbering now. ON WITH THE CHAPTER!**

The morning after Ben's debut as a teacher in the Institute, Charles steered his chair into his study with a fresh cup of coffee and high hopes for this newly dawning Sunday. He was all prepared to finish that bit of paperwork left and perhaps enjoy a simple day with his students…until he noticed the special indicator on his desk was blinking. This indicator was a signal that the Danger Room was in active mode. A quick reach with his telepathy found it was not Logan as he had expected, the Canadian native was midway through his morning run around the grounds' perimeter. Ororo's electrified mind he found in her greenhouse tending the many plants kept there, and the students were just rousing from their slumber.

This left him with only one option and he was not surprised to find the strange defenses of Benjamin Tennyson greeting him on the astral plane. Frowning, the professor reached out to his intercom to hail the control room. "Mr. Tennyson?"

There was a brief pause as a wave of startled energy passed through the mind of the man in question before a click was heard. The computer before him flickered to life, showing a haggard image staring back at him. "Charles?" Ben's voice was rough, and there were bags under his eyes. Speaking of, those bright green orbs were faded in the video feed, as if the fire within had dimmed in some way. The brunette rubbed his eyes, barely stifling a yawn. "I thought you'd gone to bed did you need something?"

The frown deepened, changing from curious to concerned. "I _did_ go to bed Mr. Tennyson…twelve hours ago. It's eight in the morning. Have you been down there all night?"

Ben stared for a moment, as if unable to comprehend what he had just been told and looked at his watch only to shake his head and look off to the side. Charles assumed it was to check the digital display near the console, though the fact he had looked at the Omnitrix which he had owned for years to find the time was telling him a great deal about how tired the young man was, and it was most certainly worrying. "Ben," he made sure to add the concerned note to his words. "Did you sleep at all last night?"

Ben waved a hand as if the question were a fly buzzing in his face. "Forget that right now, it's a good thing you called I was planning to show you some stuff tomo—er—I mean today. Can you come down?"

"…I will be there shortly."

He was met by the sleepless teacher at the doors for the Danger Room but was unable to get a word in before a hand was raised to stop such things. "Spare the lecture, I've pulled all-nighters before it's no big deal every once in a while. Now, are you going to let me show you what I've cooked up?" They stared at each other, eyes locked and seeming to challenge who was the most stubborn here. Sadly, Charles knew he would not get Ben to open up to him so easily unless he was willing to…force the issue. Something he was not yet willing to do, and that made the decision for him. He nodded towards the door, following the young man into the room beyond.

The sight that greeted him made the bald man wonder for a moment if Reed Richards had paid a visit. Several holograms of machines in various stages of completion hovered weightlessly around them and each of them seemed intriguing. One in particular caught his eye, the separate pieces of it resembling a dome structure when completed and this dome seemed to close around a hospital bed. Ben seemed to notice his scrutiny of the device plan because it was the first one he led him toward.

"During my first summer using the Omnitrix I was hit with a blast of radiation. I was fine, in fact better than fine because the energy spike actually provided a jolt to what my grandmother Verdona, and her race, calls the Spark—" he lifted one hand, wiggling his fingers around which arcs of blue lightning danced to show what he meant "—but the watch took it as an attack and began a self-destruct sequence to keep it from being taken and replicated or misused. It also sent out a signal, so the creator could know about the tampering and imminent explosion, so he could investigate if he wished. Tetrax, an alien I had run into before and gotten some tips on how I used my alien forms, also received the signal and came to help find that inventor."

"During the trip he placed me in this large dome which was built to examine and scan whatever was inside. It helped us look at the Omnitrix without trying to undo the DNA bonding that keeps it secured to my wrist and risk setting it off. Later, after the whole fiasco was over and done with, I asked him about what else that thing can do. From scanning for medical problems to searching for bombs if you can fit something in that dome it can break down all the components inside. It's great for finding toxins and stuff like that too, making it ideal for hospitals since there's no x-rays or such and it's non-invasive." Ben waved to the laptop where it was still on the podium. "He gave me schematics for it and I used a couple of my branier aliens to improve on it."

Charles was dumbstruck. "Mr. Tennyson…Ben…this device could revolutionize the medical world _completely._ " Scanning and finding the issue, documenting the way the body worked from a new perspective, not to mention the human brain of which he could personally admit to being fascinated with thanks to his own powers and experiences. But what he was thinking of now was an even bigger incentive to have such a thing, it could help with finding out how a mutant's powers could work and then better help them learn to control it. The faces of Rogue and Scott hovered in his minds' eye, along with another he wished to help.

"I have a list of components for building it if you're willing to buy them. But I'll admit my abilities lean toward mechanics, so you'll need someone with actual medical knowledge to go over the information and be able to interpret it." Ben ushered Charles along to the next image. "I'll also need them to take a look at the components here, because this one is going to be a major draw when it's complete."

At first, he didn't really see anything extraordinary about what he was seeing. It resembled the leather chaps he'd seen on motorcyclists or bull riders except it came with attached boots of some kind. A quick order to the room's software had the image rotating and that was when Charles saw that it was a cutaway, showing the inside instead of just a full image. A series of what he could only guess were sensors and braces of thin metal, hinged joints to move with the legs, some kind of small power circuit with an attached box at the waist…his eyes widened, and his head spun to look at Ben so quickly it had the young man expecting to hear a snap.

He nodded. "I guess you recognized it. Yup, this thing is made to help paralyzed individuals move again." He waved to an image nearby, this one resembling a pair of sleeves one would wear across their shoulders. "That's the one for those with paralyzed arms. The braces in both of them won't hold a full body's weight because they're designed to help the legs not make them useless." He grinned broadly, holding out his arms as if presenting these ideas on a stage before a crowd of thousands. "I mean to get attention fast Charles. The Viridescent Plasma will be my steps into the energy race and these will bring medical minds teaming to my side. And it's only the beginning. There are so many things the science of my reality can bring to this world, but it comes with a price." A frown replaced the grin for a moment before he shook it off. "Oh I made some additions to the room's code. Just a few extra scenarios I want to run the kids through. You wanna seem it now?"

A sudden groaning rumble, like that of a beast at the bottom of some great chasm, rang out before Xavier could answer. Both looked to its source, Ben's stomach, it seemed, was tired of being deprived of nutrition.

"I believe you have other responsibilities to take care of first Ben," Xavier casually noted, not giving comment to the obvious red beginning to spread across the young man's features. "Come, Ororo should have started preparing breakfast. You can feed that monster hiding in your belly and then we'll have our discussion with the other teachers regarding how we shall go about the education of our students."

Ben quickly agreed and moved to the laptop, saving all the design work he (and his mentors) had been working on. In the moments he was left to himself Charles let the worried frown appear again but shook off his thoughts on the matter. Instead, he let his eyes take stock of what else his new tenant was working on. His gaze first landed on what resembled a large board hovering a few feet off the ground, designed to latch onto something placed atop it. It didn't seem to have any sort of wheels or anything to help it move once attached so he didn't think it could be any sort of transport. Next to it hovered some sort of molecular formula, a combination he had never seen before. What looked like weapons, armor, even the beginnings of what could possibly be a boat or ship of some sort. All these hovered around the former soldier and he could not believe what he was seeing. And then they vanished, Charles turned to see Ben was slipping a laptop into a bag he was just now noticing hooked to the young man's belt. The face-like design was a bit odd to see a grown man using, but Charles had seen much weirder in his time so was able to just shrug it off.

Soon the two men were back on the ground floor of the institute and entered the dining room to see if Ororo would need any assistance. With a little teamwork the table was set with a large breakfast just as the first students began meandering their ways down to join them. First was Scott and judging from his walk the eyes behind his ever-present red shades would have looked bright with wakeful energy. Next came the curly haired Kitty, a little sore from the previous day's activities but still smiling and eager for the new day. She gave a cheery wave to the teachers before sitting and filling her plate.

One by one the others piled in, the din of conversation rising as new topics were shared and changed between. Eventually they managed to draw Ben into the rabble, much to the amusement of his fellow adults when he finally parted with the truth of his origins.

"You're from ANOTHER DIMENSION?!" Kitty's excited scream left the young man wondering if he would need a hearing aid in the near future.

"Technically I think the proper term is another _reality_ but pretty much yeah." He chuckled at the flabbergasted looks all around. "If you leave your mouths open like that—" once glowing finger flicked, and a slice of sausage shot up to land in Kurt's open mouth "—something is liable to fly in thinking it's an invitation."

The students laughed as the blue boy chewed his new morsel, but it was Scott who had the next question. "You said what you can do isn't a mutation-based power. Can everyone from your reality do that?"

"Not everyone," he wagged that same finger. A moment's thought resulted in an orb of blue energy appearing at that finger's tip. "This is a power specific to an alien race in my home reality. My grandmother was a member of that race and passed it on to me. We call it…mana."

"Mana?" Kitty repeated, head tilted in question…and then her eyes snapped open as wide as physically possible. "MANA!? As in magic? Can you do magic?"

A scoff brought attention to the aspiring leader of the team, Scott Summers. "C'mon Kitty, everyone knows magic doesn't exist."

"Considering you are a teenager who can shoot lasers out of your eyes I figured you would have an open mind," they all looked to Ben whose eyes had begun to shimmer like emeralds reflecting light. "You are living in the house of a man who can speak with you telepathically, who employs teachers with abilities I have yet to see, and your fellow students are capable of various things most people would consider only possible in their imagination."

He leaned back, staring off into the distance of memory as he continued. "I have seen a man bewitch the minds of his victims, bring stone to life in combat and a woman who could do so much more when she finally got out from under his thumb. I have seen my cousin create twisters, control water and more with a few chanted words." His expression tightened, and his voice was almost too low to hear when he next spoke. "I have touched the true Excalibur and loved the woman who earned its loyalty. So the next time someone says magic how about you wait a little bit before talking about how much 'everyone' knows?"

There was a long moment as he was lost in recollection, the others staring in a strange form of awe, before Ben shook himself, coming back to the present and looking around the room. "Anyway, magic is a part of it. See, my grandmother was part of a race that called themselves Anodites. Fully matured Anodites have bodies made entirely of mana controlled by the will or mind." He tapped the side of his head. "But one of the greatest skills of these races is that they can use their mana to forge a body for themselves. Human or otherwise. That was how my grandparents met actually. My grandmother was…stranded and forced to spend some time on my Earth. She met my grandfather at a café, they shared a drink and the rest is history."

"A coupling that includes an Anodite that leads to children will have to outcomes. Either the child is born without that extra spark of mana that lets them inherit their power, or they are born completely human. My cousin began using magic long before our grandparents ever told us the truth, and mine was small. Extremely so in fact, since it was only after a blast of radiation that ignited it. It was how I survived that actually, no cancer or anything thanks to my instinctively channeling all that extra energy into the spark."

"…for now." All eyes turned to Rogue, who's black-painted lips had whispered those seemingly innocent words that had somehow been heard by all. "I asked ya yesterday if ya were human. Ya said you're 'human for now'."

Ben smiled. "I also said that's not really important at the moment. And I do believe I'm done. Charles, I'm going to be getting a little personal recharge so let me know when the meeting is alright?" A wave to the pouting Rogue and the rest later and he was walking back to his room. But he didn't go to bed, choosing instead to once again draw out Gwen's grimoire and flip it open. _'I need to have more than just the mana manipulation skills,'_ he decided. _'If I'm going to be prepared every trick I can have up my sleeve will be a tool to use on a battlefield.'_ He had already gotten an idea on building a uniform for operations and several tools he can use, having a little magic in his pocket would just be all to the better.

He was pulled from his study a couple of hours later by the brush of a mind against the outer edge of his defenses. _"Ben, we are ready to begin the meeting. Would you please come to the study?"_

" _Sure thing Charles, I'll be right there."_ The book snapped closed and was stored back in the bag it came from which he had hung from his bed post. He spared a moment to wave a hand through the air before him, muttering a chain of words that resulted in a blue glow briefly shimmering across the bag, and left to join the session. Minutes later he was in the requested spot, dropping onto the small sofa in the professor's study with Ororo next to him, Logan taking a chair to the side and Charles rolling his chair into the open space left as such for just that purpose.

"Now then," he opened the discussion while folding hands in his lap. "Before we begin rearranging the schedule I believe first we should fill you in on the subjects we each preside over. I myself tutor them in the sciences with a focus primarily in Physics though I do offer tutoring in their school subjects as well."

"I teach foreign languages," Ororo said. "We want our students better able to communicate across the usual language barriers, as they may need to interact given their activities as the X-Men as they like to call themselves. Something I don't foresee you having an issue with, well at least when someone talks to you anyway." This last was said with a gentle prod at the emerald-eyed young man who chuckled good-naturedly.

Logan just grinned. "I teach Phys Ed, though I'm going to be teaching at least Rogue about mechanics, fixing vehicles and what-not. Summers has his own car, so he'll probably want in on it, we'll see about the others."

Ben nodded. "And for their, extra-curricular activities?"

"I teach martial arts as part of my classes," Logan supplied around the cigar he had resting between his teeth. The man never smoked around the kids, though what Ben didn't know was that the one time he had done so in front of Ororo he had been threatened with becoming the school's newest lightning rod, so was happily getting his fix now. "I've picked up quite a few though I prefer the hard styles. You?"

"I've learned a bit of a variety, though my training was a bit more fluid given the fact I was learning among aliens. When I'm in my normal form I prefer reactionary styles that let me subdue over killing. I was trained as part of an intergalactic police force after all."

Logan opened his mouth to make some witty—in his mind at least—comment about his little speech to the kiddies the day before but a sharp look from Charles cut him off. Right…tact. Instead he continued with the topic. "We run them on a session in the room Monday, Wednesday, Friday and Saturday in the Danger Room. Teamwork exercises and individual training with their powers."

"Any weapons training?"

Charles tilted his head. "I didn't want to introduce such things into their training. It is far too easy to kill with a gun or blade and I did not want them killing unless necessary."

"There are non-lethal weapons too Charles. Tonfa, clubs, staffs. Plus tasers and similar things. We don't want them just relying on their powers, the more they do out there the more attention they'll get. If they can't use their powers for some reason or someone manages to work a way around them then they need to have a backup." He rubbed his chin, scratching at the itching skin of his baby goatee at the same time. "I'll make a few things, I've also got some ideas regarding updates for their uniforms already, but I can't really do those until I have a facility to develop the necessary materials."

"A subject for a later time I believe," Charles cut in before Ben could wander too far down that trail of thought. He had experienced that before, both himself and watching others and knew he could probably be going for quite a while if he did not head him off now. "Is there any subject of the schooling variety you can offer Ben?"

"Only if they have an interest in engineering. That's where I spent most my time when I wasn't doing the hero gig. Though I can be a _big_ help on the powers front."

"Considering I overheard you mentioning you had a few thousand of those forms to draw from I imagine that you are the most uniquely gifted for such a role." The group shared a chuckle. "Very well, what are you wishing to do with the students in that context?"

"Tomorrow I want to start individual sessions with the group. What all they can do in the mornings, limits and such. From there we can decide on their power training. I'll use experiences from my past to build scenarios we can run through to better get them used to the kind of out there situations life can throw at them." Ben was uniquely gifted in the experience department, he'd remembered telling his family on more than one occasion it often felt like his life was becoming one of those weekly cartoons he used to watch all the time. "But back to my purpose here according to the public, could just say I'm an extra worker you brought in to counter the growing number of students and I happen to be offering a general engineering course."

"That works for me." Charles nodded and paused for a moment, gathering his thoughts. "Very well, here is the plan I have in mind. We will keep the Monday, Wednesday, Friday and Saturday session system. The hour after returning will be spent on homework and the like followed by a workout session with Logan or Ororo before moving to the room. I want the workouts to happen on the other days as well, get them to keep the routine. Ororo will have her language lessons on Tuesdays and Logan will have the mechanics lessons on Thursdays while Ben will have the Danger Room sessions plus the times in the mornings to work on individual powers. Is everyone agreed?"

"As long as I get to bring these two in to help on the sessions I'm happy," Ben said, while the other two gave their consent for the new method. "Anything I need to know about upcoming events then?"

"Just that there is a week break from school in two weeks' time," Charles said. "I have made arrangements for the students to attend a training camp with an old associate of mine. But that is all, and I need to get back to my own work. Thank you all for coming."

Taking the polite dismissal for what it was, the trio nodded and left the room. Charles watched them leave before moving toward his desk. Once his chair was positioned behind it he reached for the phone but hesitated before dialing. The number he had in mind was one he hadn't called in a long time, the memories painful for both him and the man to whom the number belonged. But…they had agreed if one should ever need the other they would make that call regardless and so he dialed the number.

The phone rang four times before being answered. "Charles." There was no question, for that phone only had one person who knew its number.

"Hello Hank," hearing the voice of an old friend eased some of the tension from the professor and he relaxed back into his chair. "How have you been?"

"I've been well," the man's voice was strong, as strong as the man himself. "I've continued my research and I've got some new ideas for the jet I was planning to send you in a month or so. Have…have you started teaching again?"

"I have, that's actually a part of why I'm calling."

 **X—X**

When Ben left Charles' study he moved to return to his room but stopped when he came across Scott and Kurt heading for the front door. "Hey guys, where you headed?"

"Services Mr. Tennyson," the hologram disguised teleporter replied. When he tilted his head in thought Kurt chuckled. "I am Catholic."

"Ah, well then you best be going. Preachers of any faith are usually quite good at the disappointed look if you're tardy to one of their services."

The young men chuckled and carried on while Ben watched and thought to himself. He had planned to simply mediate in his room…but it looked to be a wonderful day. _'And besides—'_ his feet began to carry the man toward the outside _'—after a full night underground I could use a little sunshine.'_ He stepped out onto the front patio and continued on down the steps.

The driveway led from the gate, a paved snake that curved just perfectly to loop just before the front of the institute and continued back to the gate to allow for ease of access to drivers. Ben could _smell_ the rich that must have been wafting off the man who first owned this house and personally felt Charles was putting it to a much greater use than its original intention.

Ben did not leave the grounds of the institute, instead he moved toward a small cobbled path that led off around the back of the large mansion. There was a garden there, empty at the moment but he could definitely imagine Ororo coming here and tending to them. That or enjoying a good book in the shade of the trees around the stone picnic table and its chairs. It was to one of these trees, an old oak that towered over its area like a king, that he walked and sat down beneath its great limbs with legs crossed.

Once comfortable his eyes closed, hands fell to rest on his knees, and he breathed deeply of the late morning air. As he had explained to the others about his home race, Anodites were capable of manipulating mana in many ways. He had not, however, gone far into the specifics of this ability. The universe was brimming with mana and his race could not only manipulate it but also **absorb** it. The stronger one's core grows the more they are capable of holding, and for a limited time even use the energy stored there as sustenance for a body. Many times Gwen, their grandmother and he had worked through several days on projects and learning using that same ability, although Ben himself could not go as long as the other two thanks to his smaller spark.

What he was doing now was a recharging exercise Verdona had taught them. By centering oneself and reaching out with the mana of their core it is possible for an Anodite to draw in the mana of the environment around them to stimulate the spark and replace expended energy. Each breath Ben drew in was accompanied by a rush of invisible energy seeping into the pores of his skin, recharging his core and energizing a body that had not gotten a proper night's sleep.

Time slipped by for the young man as he sat there, enjoying the feel of the world around him while letting a meager fraction of its potent energy to flow through his body. Said potency of the energy the planet produced was a bit startling to him. His own world had an abundance of the energy of course, it was a planet bustling with life after all, but the sheer potency of this Earth's magical energy was like a bonfire when he stretched out his senses. In particular in areas like the sanctum in New York where lay lines, the veins of magical energy flowing throughout the world, intersected where it was like he had stepped into a blazing furnace.

He was suddenly brought back to the present when a gentle probe from the astral plane rubbed against the edge of his gravity well defense. Taking a moment to center himself again he slowly let go of his hold on the ambient mana and allowed his senses to once again be the primary input regarding the world around him. Eyes of emerald gleam opened to find the nudge's source to be Jean Grey, or Marvel Girl if one wished to go by codename. "Can I help you?"

She didn't answer right away, merely looking him over in an obvious concern. Ben felt impatience swell and gave a frustrated sigh as he leaned back against the tree and unwound his legs from the meditating position. "Just get it out already so we can move on."

"What happened to make you give off a psychic scream like that?"

"Just a nightmare."

"The others have had nightmares before and I've never been woken up by them." Of course she wouldn't be satisfied with so vague an answer.

"A _very_ bad nightmare," he conceded.

"But you—"

"It's a personal matter I don't plan on sharing with anyone if I can get away with it," he growled, eyes flashing as irritation caused a slight surge in his power. "I've been hired to help you survive, not share my dark past like some TV character you're supposed to sympathize with. Please respect my privacy and I'll do the same. Now either ask me about something I can help you with or let me get on with the day."

There was a flash of emotion in the paler green eyes of the redhead. A hint of anger at his sharp tone and she seemed about to lash out in a manner that reminded him of another redhead from the past, but then it cooled and passed on visibly. He felt that was a bit off but gave it no mind as she instead gave voice to a new topic. "Fine, then is there anyway you can teach me how to organize a defense of my mind like you've got?"

"I can, but do you not already have something like that?"

"I can reach out into the astral plane and the professor has been teaching me about some defenses but even his don't have the kind of effect yours does."

"Odd, what about the mind palace concept?"

"That's what he had me start on actually. But for some reason when I try to build something more complicated it's like the thoughts just—" she waved a hand as if physically grasping for the proper word to describe her problem '—they slip away, and I can't make things stick."

Ben hummed in thought, one hand rising to scratch at his chin. "Well I guess the first thing I should do is explain what my mind's defenses are and then we can go from there." He waved in invitation for her to join him on the grass which she accepted, taking up her own cross-legged position she no doubt had used when practicing with Charles. Once Ben shifted to make himself a little more comfortable, he began to explain.

"First of all my defense is a combination of mental discipline and a spell created by my grandmother's people." He raised his hands, creating an orb of mana between them. "See they, and by proxy I, can communicate telepathically with others who possess mana which most living in my universe did. Although I did some looking and it also seems to be the case here as well. The problem is that the astral plane has unsavory types as well and they can use our connection to that plane as a way into our minds. The Anodites recognized this potential weakness and developed methods to counteract it." He let the sphere die out. "Now then, when my grandmother was teaching my, us, about it she used her telepathy to pull us into her mind and give a visual aid. Would you be comfortable allowing me to do the same?"

Jean pondered the idea for a moment, something that unknowingly gained a little extra in the eyes of her teacher as she didn't just jump into someone's mind without consideration. She eventually nodded and closed her eyes, slipping into her astral form with a thought. Though she couldn't help remembering Charles' lecture on such a matter. "Technically we are entering the **border** of the Astral Realm," he had said. "It is a place available to all those with telepathic abilities and all minds are somewhat connected to this fringe area. This is how telepaths are capable of 'reading' the minds of others and later can learn to influence them or even simply see through their eyes. In time you may be strong enough to wander the true realm itself but I urge you to wait until I know you have the proper ability to defend yourself." His expression had gone dark at some distant memory at that point and his voice turned, angry. "There are things that exist in that realm far worse than you can imagine Jean, and they would not hesitate to take control of your body if they can suborn your mind."

Putting it out of her mind for now, Jean slipped out into that fringe area, her mental avatar taking the form of herself but clothed in her mission outfit and lacking any sort of color beyond lines denoting the changes in her suit. Before her mind's eyes the great sphere of darkness that shrouded the mind of her new teacher loomed like a gate straight to the darkest of abyss. Though now that she wasn't having any energy to reach out and touch it, only observing, she realized it only seemed large enough to match perhaps half the size of the institute. Still large, but not the planet of darkness and gravity she was given the impression of with that first brush of her mind the day he had come.

As she took in the view she noticed the area before her began to warp, as if she was looking at the surface of lake as something moved just beneath out of her sight. The roiling mass began to shrink back until it formed a large round orifice where Ben stood on open air with arms crossed and a welcoming grin. "Come on in." He floated back, giving the redhead room to follow which she did hesitantly. Once clearing the portal she looked back expecting it to close again but it was surprisingly left open. "The way my defenses are I need to leave them open if I let someone in," she looked back toward her guide who seemed like he was waiting for the question she had been about to ask. "If I close the gravity well it would crush your avatar here and that could cause a massive shock leaving you with at best a horrible migraine and at worst you could be comatose for a week while your mind recovers from what would essentially be dying."

With that happy thought he turned to lead Jean further down the dark tunnel he had carved into the thick black walls of his mind towards a light in the distance. When the tunnel ended, and she could see what awaited them on the other side, had she have been able to breath in this form the view would have stolen it away from her.

Within the dark shell was a massive structure of what appeared to be steel that definitely should not have fit within the space outlined by the view she had from the outside. It was round like a moon or planet, with a crater in a perfectly shaped cone descending into its northern hemisphere. "Impressive isn't it?" she could only nod dumbly as her eyes wandered over the structure searching for every detail she could. "Yeah, I copied it from the movie, but I just couldn't help myself. I mean the thing is just so iconic and given some of the variety in alien races in its storyline it just kinda fit with my life to well to pass up. Although I did get rid of that exhaust shaft loophole they used."

She turned away from the massive structure to look at Ben with confusion evident on her features. "Movie?"

Ben froze, meeting her confused gaze with one of mildly exaggerated horror. "You…you're telling me you don't recognize the Death Star?!"

"I've never seen anything like this before!" she exclaimed back, waving one hand wildly at the mindscape before them.

Ben couldn't find the words to describe what he felt at that moment. But it was not the time to curse the differences in time lines and realities. Thus, with a sincerely large amount of mental effort, he set that little issue on the backburner for when he could next talk to Paradox and instead turned back to the matter at hand. "Okay we'll revisit that later for now just hover there." He waved his hand and the plane bent at his command, churning and changing to the point it made Jean think she had stepped into a kaleidoscope. The gut churning swirl ended between one blink and the next and the redhead found herself standing in what she could only deduce was a throne room.

A massive and empty room of sleek metal walls and a single pathway leading from the door to a set of steps leading to a raised dais where some emperor might have sat. But instead of some futuristic throne like some part of her had been expecting, there instead sat a comfortable looking leather recliner facing a massive window through which someone could look at the space beyond the artificial planet. It turned as Ben approached, allowing him to sit and chuckle at her consternation.

"This," he waved his hand in a presenting manner "-is all the product of the method I was explaining. Once I had an image in my mind the spell was enacted to provide extra structure. We call the first image the Seed. I created this room and chair as the seed from which I grew the defenses and structure that became my Mindscape. Any questions?"

"Does the Seed need to be a room?"

"Nope, I had a friend who used his car and my cousin used her computer."

"How do you pick an image to use?"

"It needs to be something you're incredibly familiar with to some degree. The movies I talked about are among my favorites in my timeline and it was this room where all the pieces came together, and the last villain died. So I chose it as my starting point. From there I rebuilt the infamous structure filling it with defenses and a labyrinth of traps and soldiers to protect it."

He stood, and suddenly they were once again beyond the gravity well that shrouded his mind. The tunnel he had cleared to allow this brief glimpse beyond the outer layer swirling and vanishing before her mental eyes. Then Ben's astral form vanished from her sight, letting her know it was time to return to the physical world. She closed her eyes and opened them back in her own body but tried not to move too much that first few seconds. Returning to solid form after any time in the astral realm was always mildly off putting.

When she finally regained her equilibrium, she found Ben had not moved beyond simply rubbing his chin in thought as he waited for her to settle. "I may want to set this up for all the students," he said. "It's a boon to have defenses for your mind but there's also the fact it really helps you organize and gain some control of your body's energy."

"Control?" A thought came to the teen and she leaned forward. "Do you mean you could help Scott and Rogue control their powers!?"

"Whoa pump the breaks there Red," he waved his hands to stem the excitement he could feel coming off her. "That is a purely hypothetical thought right now since I've never dealt with mutations like this before. I have no idea if it'll work, just a vague maybe at best." Once he was sure the message had gotten across he leaned back, eyes once again peering into he distance. "Still, slim as it may be there **is** a chance it could work and there is also the fact that it could help them get a better defense whether it does or not. Still, before that I want to get the scanner I designed up and running so I can get an idea of how their mutations work and if that kind of control can be possible." He shook it off for now, lest he be lost in the possibilities. "Just work on creating a Seed image for now. I'll memorize the spell half to provide the structure and I'll let you know when I've prepared."

Jean nodded, grateful for the help, and rose to her feet. She began walking back to the mansion when another thought struck her. "Mr. Tennyson?"

"Gah! Jean, please just call me Ben if we're not having a lesson. I'm not much older than you are!"

She chuckled. "Fine then, Ben. You said this exercise helped organize your mind, right? Like memories and all that?"

"It does that, yes."

"Then can you talk to Rogue about doing this for her too please? Her mutation doesn't just absorb a person's powers, it takes their memories too."

Ben froze. "How much?"

"It depends on how long she's in contact with someone. She put her first boyfriend in a coma with a kiss and for a while couldn't separate her own thoughts from ones he had."

"Do you know where she is?"

The redhead held up a hand, silently asking him to wait while she closed her eyes. With a thought she sent out a very weak pulse from herself in all directions. Each time this pulse brushed against the mind of another there was a brief flicker of light in the darkness around her, a faint image of the person. "She's in her room doing some homework," she said upon finding the mind in question.

"Alright I'll go talk to her now then. Thanks for letting me know." The two parted ways there, one to go meet her boyfriend at the gate and the other to hopefully stop a multiple personality disorder before it could develop. Things were changing for the students in the Institute, little ripples stemming from the movements of a single man dropped into a time and Earth not his own. Small they may start as these ripples would grow with each step he and the others made until the future would become completely unrecognizable from what it could have been.

 **X—X**

In a two-story building on nearly the opposite side of Bayville from the Xavier's family home turned school, a group of mutants went about the normal afternoon routine. After first ensuring their homework was done, their caretaker and trainer insisted her charges be more than mere dumb muscle, they performed a few workouts and moved to their respective hobbies.

The largest of the team, and their strongest member, Frederick Dukes was in the process of preparing a meal. Said meal being a mass of steaks on a grill outside. The plate was stacked with meat almost a foot high and two bottles of barbecue sauce were waiting on the reinforced table and chair prepared specifically for his…size.

Lance Alvers, more commonly known by the callsign Avalanche among his fellows, was sitting on the living room couch with guitar in hand checking its tune. His neck-length brown hair was currently tied back in a short ponytail to see the strings better and a pair of headphones rested around his neck and would be pulled up momentarily to play the music he would be strumming along with and also serving to drown out the noise made by the other person in the room.

Said fellow occupant was another teen but was dressed in clothes that appeared of better quality than his current field leader. Where the earth mover was clad in a plain black shirt and torn jeans, this silver-haired lad had chosen a light green polo shirt tucked into fresh jeans. If it weren't for his current activity one might have expected to see someone with this cocky smirk and nice clothes to be in some country club or similar environment. This activity being playing Ping-Pong…with himself. The paddle smacked against the ball, sending it bouncing to the other side where he suddenly appeared in a blur of motion to send it back only to speed to the opposite side and repeat the exchange.

The first recruit of the team, one Todd 'Toad' Tolansky, was snoring away the hours on the bed in his room.

Finally there was the teacher, principle and babysitter. To most in town she was known as Principal Raven Darkhölme, a stern educator who cracked down on bullying and insisted the students under her charge excel. To the members of the Brotherhood and those few who had either become her enemy, ally, and the even more rare close friend, she was known by a different name.

Where before she had appeared to be a thin woman with hair as dark as the feathers of the bird whose name she took, an entirely new creature sat at her desk in the house's master bedroom. Long tresses of bright burning red cascading down past her shoulders in a straight curtain. Healthy, cream colored skin shifted back to the cobalt blue she had known since birth so long ago, while her now-golden eyes stared at the small computer screen before her.

This was not her normal laptop, in fact none of the children below knew about this particular piece of technology since she kept the small hand-held device on her at all times. This was a heavily encrypted device that had been built and designed for the sole purpose of keeping contact with the man who she had come to believe in as the best hope for mutant existence. Though she had been having her doubts lately, given some behavior in recent months.

Before she could mentally go over the list, however, the screen changed, and her leader was displayed. It only showed his head and a bit of shoulders, but no features were visible. Instead all she could was the dark red helmet that had been crafted to protect his mind, some shadow fell over the opening in its front, hiding his face from view.

" **Report,"** his voice ordered, a deep voice that held a since of authority that thrummed through her eardrums just like any time they spoke. Even through the voice synthesizer installed on the very slim chance their calls could be intercepted such natural prowess remained strong.

"Improvement in the students is continuing," she kept her tone purely business, drawing on the decades she had honed such discipline over. "Avalanche is showing progress in tactical thinking and use in his powers. Quicksilver's arrogant attitude remains a trial. Tolansky has fallen in well with the Blob, the two have shown progress in covering each other in combat."

" **Issues?"**

"Attempts to humble the massive ego that is Quicksilver has had…limited success." She let a scowl show. "He continues to think running fast leaves him the one always with the advantage." To be fair though, if the damn fool would cease his pointless showboating and actually take the fight seriously it would make him an incredibly valuable asset. But the massive chip in his shoulder combined with a swelled head left his personality horribly off balance.

The armored figure nodded. **"I may have to intervene in that matter personally,"** he admitted. **"A little discipline will do him well I believe."** He waved it off for now. **"Enough of that matter, how goes the retrieval mission Mystique?"**

"I haven't found a way to breach the security," she admitted with head bowed. "Gruff as he may be Logan has always been paranoid, even more so after…what they did to him."

" **I am well aware of the skills of that man. Not to mention Charles' own intellect and training has given him a rather vivid imagination when it comes to protecting his property."** A gloved hand rose to stroke the shadow-covered chin. **"Hmmm…but Charles' past may be the key to getting past his security in the present."**

The helmet turned to look off screen. The light sounds of fingers brushing against keys and the electronic of a beeping sounded in the otherwise silent air while she waited. There was a last chime before he turned back to face her again.

" **I have just sent the file of an individual who can assist you. He is…temperamental but his physical abilities will be more than a match for their defenses and cause enough of a distraction to allow you to slip in unnoticed until it some time later. I expect to hear good news upon our next discussion."**

The video cut out before she could give any semblance of answer, leaving her alone in her bedroom once again. For a moment her gaze shifted to the bed and the cellphone resting next to it. A burner phone with only one number she longed to call…but she shook it off for now instead pressing the power button to her laptop. A few seconds of startup time and she was in her email. As promised a new file had appeared, a dossier on the inmate of a man locked in a maximum-security facility only known as **The Vault**. "Cain Marko," her full lips read aloud, as if sampling them. "Let's see what your story is."

 **XXXXX—And Cut—XXXXX**

 **There we are folks the chapter is done. I know there was no heart-pumping action, but this was more a step to future events. Next chapter we'll start individual training, each student gets a morning plus perhaps a little humbling time for the Brotherhood boys too.**

 **Some steps toward helping a few with issues get in the right direction, though while they may have a better chance to learn control they'll still need to actually practice and train for it. I'm not just gonna have Ben click his fingers, do some magic juju and their problems are over. Still gotta work for it after all.**

 **So some filler and setup for events to come. Now there is something else I want to say.**

 **Like a lot of people updating Marvel fics right now, I would like to take a moment to dedicate everything here to the late and great: Stan Lee.**

 **While he is not the lone contributor his work has played a major role in child and adult fans of the Marvel franchise. I didn't really look into comics until I was in the late teens, but I still remember seeing the old cartoons and some newer ones as I got older. I know a lot of people have grown tired of the comic book movies but to see characters I've grown to love given life and every time I saw the man himself in each movie my heart warmed a little.**

 **So Mr. Lee, I thank you and all the other creators you work with for your contribution to my life. May the halls of Valhalla and Asgard echo forever with your stories. While I have my own faith, I know not what truly lies beyond for those of us who slip free of the mortal coil, but I hope your rest is peaceful.**

 **This Yurei King singing out y'all, may not here from me again until after Christmas so I hope the holidays treat you well. See ya next time.**


	5. Chapter 5

**Greetings and welcome to another chapter of Plumber Among Marvels which just barely scraped past being called the Marvelous Plumber because I thought it was funny.**

 **Well everybody I have nothing to say in my defense for taking so long other than I am sorry it did take so long. I was torn how far to go with this chapter, but it's been taking so long that I kinda got upset about it. I've been pulling as many shifts at work as I can so I can afford to live too.**

 **There's also the fact I've got SO MANY FIC IDEAS rolling around my head like a million pinballs all in the same machine and it gets hard to focus. Plus I have become a fledgling dungeon master for a D &D group, so I've been trying to make something work there, never done THAT before so it's an all new experience. Wish the players luck. **

**Still, that's all personal stuff and I won't go to farther into it. I will say there is an announcement at the bottom. Other than that, thank you for coming and I hope the chapter was worth it to y'all.**

 **On that note, on with the chapter!**

 **XXXXX**

Monday, a day cursed by many for various reasons. For it is this day when those lucky enough to not be employed with a job requiring one to work on a weekend must return to the daily grind. Children required to attend school must drag themselves from the warm confines of their beds to prepare for the week's coming lessons and homework.

For one intergalactic and inter-reality traveler known as Benjamin Tennyson, his Monday began surrounded by beautiful young women…and a few men. Sitting at the dining room table with a fresh cup of coffee, Ben took in his audience with a raised eyebrow. Jean, Scott and Rogue were who he expected to join him for this little lesson as he had arranged with Charles after finding Rogue the afternoon before and making the same offer he had to Jean. He even expected Charles there, as the professor had a certain interest in matters of the mind and a new concept in using and protecting one's mind would definitely be like dangling a fat mouse in front of a hungry cat. But Ororo and Wolverine were sitting at the table as well, watching him avidly as they waited for the lesson to begin.

"Right…well this is a bigger turnout for a brief lesson than I was expecting." Sipping at the warm, dark liquid he leaned back in the chair. "I understand Charles being here with the telepathy on top of these being his students. Would one of you please explain why this subject would interest you?"

The three adults shared a brief glance, before Ororo nodded as if accepting a role as spokesperson. "As I have said, the codename I chose to use is Storm. My powers give me a permanent psychic link to our planet's atmosphere. I can manipulate it, creating weather phenomena which I use for combat." She smiled, recalling a certain memory. "I even discovered a way to fly using this ability, an exercise I greatly enjoy. Unfortunately, the permanent part of that factor means I have to maintain control of my emotions, lest a bout of sudden anger throws the weather systems around me into chaos."

"Yeah, I can see why you would want to use this method to gain some control." He glanced to Logan who sighed.

"Let's just say I have my own control issues and Charles thinks this could help me."

"Fair enough," he breathed deeply, taking a moment to consider his next words. "First off, I am going to say that my original intention was to wait to have this little talk until I had more information about how the mutations worked in your bodies. Something I was hoping a device I have plans to build could help with. However, Jean informed me of how your powers work Rogue—" a nod to the girl in question who returned the gesture, expression a study in reluctant, yet almost desperate, hope "—and I decided it couldn't hurt to at least grant her the benefits to mental organization this could give."

He leaned forward, elbows propping on the table and hands folding just before his chin. His lips thinned and his eyes seemed to glow as he stared them all down. "I need you all to understand, in no uncertain terms, that this technique is not guaranteed to grant control like you may be hoping. It was originally designed as a mental guard and memory enhancement combined. When a member of my grandmother's race uses the technique they are able to think more clearly, as their bodies are what essentially a mass of energy given form by a will it was important to have control of one's mind. I do know it works on other sentient life, those possessing mana at least. It's for that reason I decided to offer this as an experiment. I need to make sure you have all the facts before we proceed, is that clear?"

They all met his stern gaze, and he was secretly pleased to see that all of them were considering his words instead of recklessly jumping into things. Still, before he could let them answer he had one last thing to reveal.

"There is one other aspect of this spell and its effects that you need to be made aware of. Building a mindscape is…the best word to sum it up is that it can be 'Revealing.' Your subconscious, all those little thoughts that pop in your head you're not proud of, your doubts, your fears, the things about yourself you don't want to admit. All of these and more are going to be represented there in some fashion. The mindscape is a mirror of the person who has created it. You won't be able to stop them, you will have to face those parts of yourself and give them a place in your mind. They will never truly be gone, because they have always been a part of you in some fashion or another. But while they cannot be _erased,_ they can be _controlled._ Remember this, because if you try to just erase or lock away a part of yourself it could cause irreparable damage to your mind."

Once more he paused, letting the last warning hang over them as he leaned back in his chair. He thought he saw Charles' lip twitch as if wanting to frown but it was so minute he dismissed it. "Now that you know all of this, are you still willing to go through with this experiment?" They shared glances, each asking that same question in their eyes. Finally, one by one, they all looked back to Ben…and nodded. "Alright then. First off, is the image you will need to have in order to begin building the mindscape. The Seed, as I explained to Jean yesterday, will be where you start to build from. There really aren't many rules for what your Seed Image can be. In fact, there's only one. It has to be something significant to the person in question. As an example, I used the throne room of a character in a movie series I greatly loved as a kid in my home reality.

"Three movies, all building up to a climactic culmination where a villain was brought down, and a heart long thought lost to the darkness was able to once more step into the light before passing on. It was these movies that left me enamored with the concepts of justice and becoming a hero. Not to mention space given its setting was in a 'galaxy far, far away' and it was because of their effect on me that I chose that room as my Seed. Yours could be similar, or maybe your room here, a place back in your hometown where you felt safe. A favorite vehicle, a book that you love with all your heart for one reason or another. What it is doesn't matter, as long as it is important to you."

It was then that Ben glanced to the clock on the wall, realizing it was pushing seven already. "Alright, you kids need to get ready for school and I have work to do. I want everyone to consider a Seed Image. Starting this afternoon, everyone will meet with me separately each day and I will cast the spell in order to begin the construction. Once I've planted the seed I will telepathically enter your mind and guide you through the steps to begin expanding the construct. Any questions?"

"May I ask why you will be doing such things one at a time like that?" Charles asked.

"Because this is going to be incredibly personal, normally something like this is done by a family member in my grandmother's culture. Seeing as I'm the only one around who knows how to do it, I'm going to be seeing something close to the heart of each person, helping them forge a mirror of what is, essentially, their soul. I want to give everyone as much privacy as I can because of that."

Charles let his hand drop, nodding in satisfaction at the answer. "Well, like Mr. Tennyson has said it will time to leave soon. Morning sessions will begin tomorrow, do you have a first student in mind Ben?"

"Evan, we'll be working mostly on finding an upper limit and target practice."

"I will let him know to report to the Danger Room at five thirty then. Now with a plan in motion, I do have work to attend to myself so I must be on my way." The professor left as the others began to go about their daily routine, Ben chose to wait a while longer, stepping back into he kitchen where a smaller table was sitting. In the mansion's past it was where servants would have rested to take their meals, and now served as a place the students would grab a quick bite when all residents were gathered in the dining hall for meals. He was just in time for a rather interesting story.

" _Search continues for the mysterious green character social media has dubbed The Hulk continues after his appearance on the campus of Culver University in Willowdale, Virginia."_

The woman who had been speaking vanished as the video feed showed a bit of video. It was shaky, and not of great quality. Most likely taken on a cell phone, he sipped at his coffee while watching a massive humanoid step into view.

What little he could see of the image was at least ten feet tall, if not larger, had colored an interesting shade of greenish gray. Soldiers surrounded him, using everything from pistols to rifles and even a fifty-caliber machine gun only to simply bounce off the giant's thick hide. The rough imagery was only able to give a vague semblance of this individual's expression, but the roar he gave to the world, as if in challenge to all of creation, could not be made any clearer.

Then the video was switched, another cell phone but apparently of higher quality as he was able to see the giant wielding two pieces of jagged metal. No doubt some type of modern art structure repurposed for a far more…interesting use. The large panels whistled through the air propelled by arms thicker than some tree trunks, and a human was spring boarding off of them like the world's greatest gymnast. Dodging and weaving in feats of incredible flexibility he managed to keep up with the behemoth, even one time pulling a perfect split when caught on the ground to avoid being cut in half on a downward strike.

Suddenly the soldier propelled himself backward, rolling with the inertia and kipping back up onto his feet to begin running away. Enraged, the green man took off after his assaulter. Lost in the lust for battle he never noticed the two heavy machines unleashing some sort of wave catching him in a crossfire.

It was like the air itself was being sent in waves, crashing over the titan as he clutched his head in obvious agony. _'Sound,'_ he quickly deduced. He had used his **Echo-Echo** form enough times to recognize a sonic attack when he saw one. _'I didn't know technology had reached even that level yet. I need to find out who made those.'_

"Never took you for a monster movie type Ben," Logan's gruff voice pulled the younger man from his thoughts and he glanced to the side where the shorter man was just taking his own seat. A mug of coffee of his own to his lips while a fresh newspaper was gripped in the other hand.

"It's actually the news," he corrected, turning his gaze back to the story just in time to see a helicopter crashing as the giant knelt to face away. The video cut out immediately after that, but he could have sworn it was like he had pulled something to his chest before the fireball could engulf him. "Truth is stranger than fiction indeed."

The unapologetic Canadian snorted as he opened the paper to begin his daily routine. "Preachin' to the choir bub. So, what are the plans for while the tikes are at school?"

Ben muted the television as it moved to a commercial break. "For now I've got an idea or two of gear I can hand out, mostly it's just stuff I packed before being sent here but I saved plenty of schematics for things."

"Like what?"

"There's an amped up version of a taser they issued to the main Plumber forces. Has a setting for human, who are among some of the least tolerant, to the more…robust types. I figure giving them a nonlethal option will be good, especially considering they're teenagers."

"They'll be less likely to hesitate if they know it's not gonna kill someone," Logan agreed, flipping the page to continue the story. "What about protection? I have my own ways of dealing with damage getting dealt to me, but those kids don't have my advantage."

"And spandex does not make for a good protective layer. I only brought along the suit I was using, but it can give me some ideas for now. But what I'm really concerned about is this brotherhood you and the others keep talking about."

"What about them?"

"Teenagers are some of the easiest to convince in some ways, and the most difficult in others. From what little you seem to know, or at least seem willing to share with me this early, this Mystique person is teaching them that their powers make them automatically superior to those without. That is an **incredibly** dangerous mindset, disregarding others as little more than insects makes you underestimate them. Humans are among some of the most contradictory species I've ever encountered. Hatred, love, we are so capable of both these to terrifying extremes but one trait we share with many others in my home reality is the ability to adapt. I have no doubt there are governments already trying to put together ways to track, corral and even eliminate them. Believing yourself superior will immediately ingrain a sense of arrogance that will make them overlook something like that."

"Speaking from experience?"

"More than I'd care to admit," he glanced to the innocent-seeming watch attached to his wrist. "There is so much I can do with this, so much power, that I have to be careful not to let myself become too reliant on it. I've let my ego and pride get too far ahead of me and it's cost me a lot." A hand rose to trace a finger around its dial.

"And I've learned the hard way letting my emotions get the better of me in a fight can have terrible consequences. So I'm a bit worried what exactly she's leading them toward…and if she's really the one leading them."

For the first time since sitting down Logan looked up from his paper to glance at Ben. The, much, younger man was frowning in thought, and he was putting together things Logan had been considering for a while now. He had taken some of these concerns up with Charles, but the man kept his cards close to chest. It had annoyed the Canadian, but he considered Charles to be one of the few friends he truly had, something that gave him a strong loyalty. Plus, he knew the kids needed his expertise if they were going to survive until they could stand on their own feet. Maybe…with Ben asking the questions too they could finally get some answers from the stubborn man.

"What're you cooking in that brain of yours Ben?"

"You've mentioned Mystique's transforming abilities, and from some of the comments I've heard the kids saying about her students she's obviously a capable teacher. But I don't know if she'd choose to be here if her skills lay more in the direction of espionage. She's not here just to teach them…I think she might be here to keep Charles' attention more focused **here.** "

Logan blinked, a rush of mild concern rising in the back of his mind but before he could open his mouth to continue the mental voice of the professor himself sounded in his mind. _'Logan, I need to go into town. Ororo has gone on an errand already, are you available to drive?'_

He couldn't stop the growl at the timing of this request. Something he was more than aware Charles could feel considering he kept the connection to hear an answer. _'Sure Chuck, I'll get the car ready.'_ He let the paper lie on the table, gulping down his coffee in one go as he did. "Chuck needs a ride to town," they shared a glance but in some mutual manner both simply nodded, they still intended to discuss this later.

Ben finished his own coffee but before getting up the headline of the page Logan had been on caught his eye. _Hunters Victim of Animal Attack._ He figured it wouldn't hurt to take a look, picking it up to read the article.

Apparently some men living in the city had gone on a hunting trip over the weekend. When they hadn't called home their families had contacted the authorities who had sent someone to the location of the camp to see if anything had gone wrong. They had found the camp in shambles and all three of the friends dead, names were being withheld for now to give the families time to grieve, but the police had offered a statement in that evidence leaned toward an animal attack. People are warned to stay in town and avoid being out alone at night, the usual warnings when something like this happened along with promise of the police searching for the animal or animals responsible.

Concerning, he thought, but not something to be too worried about if they were out hunting for it. Instead he departed for his room to begin a personal matter. The seabag he had carried when first stepping into this reality had partially been a cover. Carrying his normal clothes, toiletries and similar items one had on them whilst traveling.

The expanded bag that had been holding the items he had used earlier, items pertaining to his more…excitable occupation, was what he pulled out now. Unzipping the mouth he reached in and found the items he was searching for immediately brushing against the palm of his hand. It resembled a briefcase of dark gray metal, the bright green hourglass of the Plumbers marking each side. This case was placed onto the bed but instead of reaching for the locks holding it closed the young man let his thumb rest upon the top half of that symbol. It flashed once, identifying the fingerprint before a soft beeping rang out. The locks snapped open letting him lift the lid, and gaze at the items kept within. A Plumber's badge slightly larger than Ben's hand rested in its own cache, next to a belt lined with pouches and small metal cylinders. Below the belt were a pair of bands to go around his wrists, though one specifically looked spaced to allow it fit around the Omnitrix.

The badge was lifted first, and Ben turned it over in his hand examining the item. His mind threatened to wander back into the memories it represented, the friends made, oaths taken…and broken. However, he shook them off with the control gifted through meditation and his grandmother's techniques and placed the badge's backing against his left pectoral.

Immediately upon contact a hiss of released air sounded and the uniform he came to know very well seeped out of hidden openings seemingly like liquid. Nanites created to form the perfect adaptable uniform soon solidified as per their programming, taking the form of a short-sleeved shirt ending just before his elbows and a pair of matching pants that were just loose enough not to resemble spandex that included covers for his feet. As he stood examining it he felt the sections over his torso growing mildly thicker, forming a protective layer to cushion any blows that could harm his ribs and the organs protected therein. Similar areas rose to cover the jugular in his neck and the femoral arteries in his legs.

This was the product of several genius members of the research and development branches of the Plumbers organization. A special protective suit of nanites fabricated from Infinitum, an alloy whose creation made the Tetramand race infamous for its nigh indestructible nature, with adaptable functions allowing it to fit most aliens in their forces.

The suit had two settings. The first was the terrestrial function, which Ben was wearing at the moment, which functioned as simple body armor. The second function covered its wearer from head to two and was used in tandem with oxygen tanks, for races requiring such things, to serve as a suit in outer space. Next he took the wrist bands out, slapping them on and watching as they expanded to form a pair of fingerless gloves and armguards covering half of his forearm. Finally, the belt was buckled around his waist, its buckle the same symbol as the one on his chest.

That done, he lifted the cushion that had been holding his suit to reveal a wide black disk with no discernable features other than its highly reflective polish. A hoverboard, similar to the one he had been working on the other day, but much hardier in construction. The one before was made more for recreation and sales to civilians, this thing could serve either as a board for a single rider or be expanded further to act as a gurney should immediate transport for wounded be required. This board was held against his right shoulder blade where the suits nanites responded by creating a small suction cup to hold it in place with a minor magnetic field.

Properly equipped, he closed the box and returned it to the depths of his satchel which he then hung on his belt from a custom hook prepared for it. A strap at its bottom edge looped around his leg to keep the item from bouncing loosely should he need to move fast.

Leaving the room he moved to the elevator and promptly pressed the button to send him down to the Danger Room. It was time for a little personal training of his own. Didn't want to get rusty after all.

The room had a basic target range setting, perfect for keeping his skills sharp, but he wanted something a little more complex. A few flips through the computer's stored situations and he had selected his option. Walls sprouted from their cubby holes, forming the maze design. The distinct whir of the hardlight projectors coming online in several areas told him the moving obstacles would be waiting for him.

"Rules for training encounter," he said aloud while his hand pulled what looked like another badge from where it hung on his right hip. "Task is to reach center of maze in…let's say ten minutes. Transformations allowed…let's go with only after the seven-minute mark. Make it a bit more challenging." With the press of his hand against the button the little shield whirled to life, pliable metal shifting and folding as the weapon he had chosen came into its primary form.

The Proto-Tool, the Swiss Army Knife of the Plumber Corps. Capable of shifting into various functions to suit a wide array of situations. The prototype had been given to his former partner Rook. Its constant success in the skilled hands of the Magister had led it to receive glowing recommendations. Before everything changed the Plumbers had been on the fast track to making the tool standard issue for those ranked Magister and above. This had been a gift, a tool Rook had bought from the Galvans himself and gifted to Ben in a celebration of their time as partners battling the aliens bent on starting some measure of chaos. Now in the rifle configuration it rested easily in the grip of the Plumber as he prepared for a training run. A flicker of light had him look up, and he couldn't help but chuckle at the massive "10:00" displayed over the maze. "Give me a countdown room," he ordered, shifting his body slightly into a combat stance, rifle in shoulder and at an angle to the ground, finger off the trigger to avoid a misfire.

' _Confirmed. Simulation begins in 3…2…1.'_

A buzzer sounded, the clock began to count down and Ben moved. Straight down the corridor, moving with a quick stride just shy of actual running. He kept his side close to the wall to limit exposure and paused at the first change, a T intersection. He couldn't see anything down the long corridor to the left but dared not stick his head around the corner, instead one hand left where it was supporting the front of his rifle, fishing out a small mirror like a dentist would use from a pouch. Holding it out at an angle to let him see past the wall it reflected only an empty hallway, so he returned it to the pouch and moved out.

He was quick, never letting himself focus on just the right as he moved into it. Constant glances to the rear were given, Charles had mentioned his friend was crafty and the young man wouldn't bet against having a sudden ambush be waiting at some point. He was halfway to the next hall when his words proved somewhat prophetic evidenced when a turret popped out of each wall to fire upon him. These weapons used hard light projectors to unleash short bursts in place of actual bullets. Hard enough to leave a stinging bruise but without the cleanup issues of paintballs or rubber bullets.

He had a second to react and used it as only Ben could, jumping as high as his legs could propel. At the apex of the jump a small platform of blue light manifested beneath one foot to let him push off in a jump forward out of the ways of the crossing streams of fire. He fired while midair, one bolt of plasma slamming into the turret on his left destroying its base and sending it falling to the floor. He hit the ground rolling and came up with the rifle shifting into its sword form to stab its counterpart. A quick glance to the area for any more surprises and he was off again with rifle ready to blast.

The next couple minutes passed in similar manner, sometimes the turrets were in numbers of four and popped up in all directions. There was actually a point where Ben was thankful the maze didn't have a ceiling incorporated or he'd have to worry about one popping up right over him. It was about that time the taser-tipped tentacle popped out from the opposite side of a wall and reached over in an attempt to tag him from above. Ben had cut that thing off very fast and made no more attempts to goad lady luck into abusing him.

But things got a little more harrowing when he turned down a longer dead-end hallway. Cursing he made to backtrack only for a panel large enough for a leg to slip through dropped open beneath his left leg. No matter what the camera may have recorded Ben had shouted at that occurrence, no unmanly yelps were uttered, and he would get rid of any evidence detailing otherwise. He hit the ground hard, losing grip of the Proto-Tool which skid just out of reach.

Two turrets immediately popped out of the dead-end and Ben was forced to create a dome of magical energy to block both their fire and the three popping out from the hallway's open end. "Okay either Reed was a paranoid and thorough bastard, or this configuration was upgraded by Logan." Even without his weapon and still time left until he was free to use his alien forms Ben was far from defenseless. Something he demonstrated by creating a surge in his barrier, forcing two concentrated beams of mana to burst out and rip through the turrets that had first appeared. That issue dealt with left him able to focus on the remaining three so while maintaining the barrier covering the empty side, you never know after all, he split the barrier in two and sent the free half sliding down the lane to crash into all three at once.

The hand dropped, canceling that half of his construct and pushing himself out of the hole. Once standing, with an admittedly sore leg, he used a small whip to retrieve his weapon and moved on. Only this time he kept the remaining construct as a compressed form of a small round buckler shield on his left arm. "Adapt how you move to how the environments respond to you," he quoted, one of the man little motes of wisdom from several teachers. "Learn what works best to keep you ready so you keep surviving."

In human form, the ready shield would most likely become a constant from now on. Though maybe find a way to compress further for mobility. He made note of the point to train at a later time and turned the next corner just as the buzzer marking the seven-minute mark had been reached. Without thinking Ben sent a thought to the Omnitrix and it reacted, the watch-like face unfolding into the form reminiscent of the Ultimatrix as designed originally by Albedo, a Galvan with a serious mad-on for Azmuth. Through a convoluted series of events the creator had been forced to hand over the item to Ben to prevent yet another cosmic disaster.

He and Azmuth had tinkered with it since then, allowing it to have a 'civilian' mode of the watch design to better avoid suspicion when trying to be low key. When activated it possessed the same ability to create Ultimate Alien forms, a key ability that had saved his bacon more times than he cared to give number to.

With the Omnitrix ready he had the tool return to standby mode, turning into a gauntlet to wear on the man's right wrist. There was a chime from the green and black device before the tell-tale flash of green enveloped his body and the alien form of his choice was left in the human's former position. The light faded, but the green did not.

A gelatinous form that stood about the size of a tall human but composed entirely of the jellylike substance. Hovering over a head minus any features save for a pair of eyes was a small device similar to that of stereotypical UFO art. A white disc sporting the Plumber's symbol on its flat top, a single spike protruded from its bottom pointed directly towards the cranium of the Polymorph. _"It's been awhile since I took this form,"_ a high-pitched voice claimed from the hovering device. _"But energy projectiles like they've been firing are perfect for someone like Goop to get through."_

Ready to continue Goop immediately let his form drop into the amorphous blob Earth's gravity normally reduced him to, and the tip of his anti-gravity generator glowed its normal green light pulling its creator along as it launched from wall to wall. Turrets reacted immediately by unleashing their hard-light projectiles, but against the gelatin body of Goop it just as much good as trying to shoot the wind. He passed them, little hovercraft dodging and weaving like the world's greatest dogfighter as the room's computer recognized it was controlling the assailant. What few rounds managed to actually impact the thing bounced off, it had taken blows from a giant robot and was capable of unleashing enough gravity to actually assist in holding a planet together…a hard-light bullet wasn't enough to even scratch it.

Up, over and sometimes through the obstacles he moved. He even melted through a couple of walls the room tried throwing in his way before it calculated the futility of such an effort. Not long after taking the form one of the alien's large green palms slapped down on the button in the maze's center. Goop remained standing there as the maze deconstructed itself, its job completed, and the room would wait until its next use. A flash of light engulfed the alien and Ben returned to his original form. "Nine minutes and forty seconds," he read from the display. "Damn I really got rusty didn't I?"

Still, he had the day until classes were over to shake off some of that rust which is exactly what he intended to do. "Danger Room prepare an obstacle course with a five-minute timer," he spun on his heel as he spouted the new order. "Throw whatever you can at me. Try and keep me from reaching the other end of this room!"

Ben took a runner's stance just inside the doors of the room as the computer began to create his next session. These kids, and this world, needed what he could bring to the table. He didn't know exact details, Paradox wasn't allowed to go into such things for good reason, but he had given enough of a clue that things were escalating. That meant Ben needed to be in top shape. The countdown began, the buzzer rang, and Ben ran.

 **XXXXX**

" _Simulation terminated."_

Ben froze, rifle at his shoulder and prepared to fire at the target that just sank back into the floor. With a slight frown he relaxed his posture, the Proto-Tool shifting back into its gauntlet mode. _"Kids are back from school,"_ Logan's voice called through the control room's intercom. _"You're little brain trust is ready to get started, you comin' up top or do you want us down here?"_

"Does this room have a setting for stuff like that?" Instead of a verbal answer, the room suddenly came alive. A series of chairs rose from holes opened in the floor, a long table rising between them. A quick whirling of the projectors and suddenly Ben was standing in an office or briefing room. "That'll work," was his only reply as he took the seat at the table's head. The doors opened soon after, the same group from their morning gathering filing in to once more await his instructions.

"As a brief recap, when we talked this morning I told you to pick an image we would use to build your mindscape around. Has anyone chosen an image?" They all gave nods, which he responded to with a small smile. "Alright then, I'm going to have the room create a partition. Each member and myself will go into the room and I'll begin laying foundations. Do I have a volunteer for going first?"

"That'll be me," Logan had chosen to remain standing and stepped around the table to walk with Ben. "I figure if something's bound to go wrong I can heal from any backlash."

"Fair enough." A moment later the two men were stepping through a new door into a meditation room. A single cushion rested on the floor to which the young man directed his first patient to sit on in any manner he felt comfortable. Surprisingly enough, Logan chose to sit in a position Ben recognized as the seiza, a style where one sits with their legs bent so they were sitting on the lower legs. This caught his attention because he knew the position was one of the traditional positions in Japan. Realizing the man must have adopted some habits from his time abroad he shrugged it off and moved to stand behind Logan.

"Alright, most of what's to come will be me working the spell. All I will need you to do for now is to focus on the image we will be using for your Seed." When Logan nodded to show he understood, Ben cleared his throat and raised both hands to chest height. His next words were of a language the man did not recognize, and there was a layering to his voice as if he were saying multiple words at once. Unseen by the meditator, blue light began to shimmer around Ben's hands, while similar glow emanated from behind his closed eyelids. Slowly, as he began to direct the gathered energies, the blue light began to rise up from his skin, moving between his hands to become like mist.

Tendrils of this mist wafted down from the gathering point, without a sound they brushed against Logan's temples, the sensation making his cheek twitch ever so slightly but otherwise he did not move. Soon the mist had several tethers between the two men and Ben's words, undiscernible as they were, began to gain a more forceful tone.

All the while Logan focused on the image he recalled. It was something he could only barely remember, something from the edge of dream and memory. The image he had chosen was a cabin, made of logs he swore were cut and placed by his own hand. This cabin rested in the forest just beyond a little village in the mountains, he never saw the people in his dreams, only this cabin.

Occasionally he would vaguely remember the smell of a well-cooked meal, the calluses on his hands from the chopping of lumber, and just the ever-present scent of pine from the mountain dwelling. This place in his mind was one of the few that set his wild heart at ease, the constant need to roam that lingered in the back of his mind would calm for just a moment when he called up that image. And yet, in the farthest reaches of his mind there lingered a sense of…unease. As if he could smell danger on the horizon. It kept his senses alert, his guard at the ready. A memory that both eased the beast yet kept it wary for sudden threats, if there was a better place to base this seed thing on he couldn't think of one.

Ben knew none of this as he performed the spell. He felt a moment of pride when his magic found a strong hold, meaning he had found a solid image to hook the energy around. The seed had been planted, and now he switched the incantation from 'search' to 'grow,' channeling the cobalt energies to form the structure in his patient's mind. First came the foundation, the epicenter. In his mind's eye it was like a small glowing spark hovering in a void. His mana seemed to take on the form of two ghostly hands which cupped that spark.

Disparate energies hung around them. The mental power of the two men, Ben's glowing the cerulean color of his magic with traces of vibrant green flashing among them, while Logan's were earthy browns and the subtle greens of forest colored with the reds, yellows and oranges that begin to ring a leaf's edge come the fall. This variation in color meant that for as disciplined the shorter man's mind may be, there was chaos here.

One misted hand remained with the spark, holding it aloft and safe from the storm of memory, anger, and other emotions of the mindscape, while its partner reached out into that force, gathering the man's life energy, the mana which permeated most life in the universe yet unique to himself due to his own character and experiences. This gathered essence was pulled from the rest, and like clay on the potter's wheel it was molded into the shape necessary for the procedure.

A globe, similar in fashion to a snow globe or the crystal balls you would see a fortune teller use in a television show. Like burnished, colored glass the mana solidified at his directing to protect the little kernel of light, creating a protective bubble. This bubble he let hang amongst the tide of Logan's mind, where it now floated easily where once the torrent of his mind threatened to overwhelm it if he had just left it and withdrawn. Now he watched as the strings of mana began to curl around and cradle the seed image. The foundation for Logan's mind was ready. Now came the next part, and with a quick incantation both men were opening there eyes to find themselves sitting in chairs before a small fireplace where no fire yet burned.

"A cabin is an interesting choice," Ben said as he rose from the chair. He stepped toward a window but instead of any sort of landscape found he could only see the translucent barrier of fall colors he had created. Beyond that vague image was the swirling ocean of Logan's mind. "But it was a strong enough image I was able to lock on pretty easily. From here my interaction is pretty pointless except for little checks to the structure. The rest you need to build with meditation and organization. A few hours each night should help with it."

"Build?" Logan joined the magic man at the window. "What do you mean exactly?"

"You see the storm beyond the barrier? That's the rest of your mind, I can see hints of control, probably a mix of your own self control and meditation coupled with the professor helping you out. What you're going to have to do is pull in bits of that mental energy and give it purpose in the construct in order to be fully organized. The cabin is your conscious thought given some solid control in this area, its up to the individual to further stabilize the rest. If I were you I'd start with things you won't have trouble facing, like your morals and principles. They can add to further your stability in the mindscape. An example is something you hold as a staple to yourself becoming the ground for your cabin. Then add trees on which fruit grows, each fruit is a memory and picking the fruit lets you experience it. Then the fruit just regrows for the next time you need to call it up."

"Will all that fit in this shiny ball you got set up?" Logan's expression made it plain he highly doubted it.

"I made that 'ball' out of your own energy tough guy," he retorted. "Meaning as you expand, so will it to make room." He slapped the man on his shoulder. "Well class that's all the lesson I've got for you, the rest you'll just have to do as homework. Shall we get back to the rest of the students? I do have to give them their assignments too after all." The two shared a chuckle before Ben snapped his fingers and they suddenly woke up back in the Danger Room.

"No problems Chuck," Logan informed the group as they stepped back into the meeting room and resumed his former position against the wall, arms crossed. "Kid got it done easy, no pain, no fuss."

"Very well, then I believe the one most anxious of us all should have her fears somewhat mitigated." He nodded to Rouge, the goth-dressed girl letting some of the tension in her shoulders lessen at the positive sign. "In fact, despite Logan's desire to ensure our student's safety, I believe chivalry dictates that the ladies be allowed to go first." Rogue couldn't help but smile as the professor waved her on and she became the next to follow Ben into the room. She was told to sit on the cushion, choosing to take the expected crossed legs position of meditation one would normally imagine.

"I know you're anxious," Ben chose to try and help her relax more before starting things off. The brunette knelt across from his fellow dark-haired individual, though hers was more reddish and sported the seemingly natural skunk stripe in said hair and gave her his best warm smile. "Given what I've heard I can understand how important this is to you and I promise you now I will do everything I can to give you back your freedom to really experience the world again."

He took one of her gloved hands in his own. "Now I'll give you a little explanation just so you know what's going to happen and why certain sensations will be felt." He hadn't bothered with Logan as the man had not been worried about anything, healing factors tended to make one not only used to pain but gave them quite a high capacity to tolerate it as well. "The spell creates a construct of my mana which is used to forge a connection between us. Whether you want to call it a meeting of the minds or souls there _will_ be a connection between us during the process. I just need you to focus on the image we're going to be building on. The clearer your conscious mind is focused on that image, the easier it will be for me to find it and the less time you'll feel someone rooting around in your head, alright?"

She nodded and, with one final squeeze to her hand, the young man stood and walked around her. "Give me a nod when you think the image is clear enough to begin." Some moments later Rogue had calmed her breathing to a steady rhythm. As soon as she felt a firm grasp she gave the nod and, once again, Ben began the incantation.

When he managed to see into the mindscape of the southern gal, Ben found her mind's wave patterns to be even more chaotic than Logan's. All the colors he could imagine and some he was pretty sure had no name swirled around like a hurricane at its greatest strength. Much like a hurricane he found the eye, a swirling mass of green and yellow which he realized to be Rogue's own mind and memories, the cacophony around this must be the remnants of those she had absorbed.

' _So they don't really dissipate after she works off the energy,'_ he mused while gathering his will for the next step. A pang of worry and sympathy shot through him. _'Damn, if these…echoes keep stacking like this without some kind of regulator this girl would become the world's worst case of multiple personality disorder. And if she found a way to bring back their powers to use with their minds…that's an utterly terrifying thought.'_

While Ben moved to gather the kernel of light that was Rogue's image, the girl herself was experiencing sensations she had never felt before. The professor had entered her mind upon her first joining his students. He had wanted to make sure her mind was alright after taking in the memories and powers of others, concerned for both his new student and possible harm that could be done to her or the others in the Institute. Willing she may have been, it had still felt like an intrusion when he helped gather her psyche and somewhat separate it from the extras left behind.

The touch of Ben's energy on her mana, it was like the gentle hand Irene would use when she would comb her hair as a little girl. An inherent kindness that warmed her heart and made her lips quirk in a small, subconscious smile. Despite such distracting sensations, the girl managed to maintain her focus on the image until she felt the energy that had connected to her shifting around. She was no telepath, despite her brief time in contact with Jean to use her powers and wasn't able to truly witness what Ben was doing at the point where the astral plane integrated with her own mind and was not sure when she had gone from sitting on a cushioned floor to lying on a couch.

…

Wait.

Her eyes snapped open to find her senses were not confused, she had just been lying back on a couch. A very familiar couch, as it was in a place she had taken solace many times in her teenage years. "I'll admit I wasn't expecting…is this a store?" Green eyes snapped to the side where Ben was looking at a counter where a cash register would normally sit waiting to ring up sales. Shelves and tables filled the space while against a far wall the doors to what appeared to be closets stood waiting for use.

"It is," she answered after taking a moment to steady her heartbeat. She was most certainly not expecting a sudden shift in location or awareness and it took a moment to find her equilibrium. "It's a record and book store owned by this old man in mah' home town. Stan, he was a good man, let me hang out even when I wasn't planning on buying anything. Ah' think he was just happy someone my age still wanted to read and listen to music that wasn't rap. It felt nice to just come here and relax after school got a little too much and I didn't want to go home yet."

She couldn't help but chuckle at the memory of the store's owner. She could almost see him with those noise canceling headphones, sorting through the books almost completely oblivious to the goings on around him. She still swore a full-on battle could go on in the store and if Stan had those headphones on he would never notice. But he always had a kind word for his visitors, no matter if they were customers or just browsers.

"Well you've got a perfect setup for storing your memories and such," Ben's voice cut through her reminiscing and she glanced his way to show him waving to the empty shelves. "Records, books, CDs. I recommend you make sections for each person you've absorbed. Lock them down with something so they only come out when you need them. But that's about all I can suggest. Any questions or do we go ahead and return to the outside?"

She had none and soon Rogue was replaced by Scott. It didn't take very long for their session, the two-eyed Cyclops having chosen the Danger Room's control center as his foundation. A rather interesting idea as he could use his memories as scenarios to play out on the windows as if they were screens. In time he may incorporate the actual room for stuff to work into his mindscape, but for now his control room would suffice.

Xavier had chosen a room in the institute himself, one Ben had yet to see. The supercomputer and its adjoined headset were a contraption he called Cerebro. This thing boosted his own telepathic abilities while its software had been designed to monitor the edge of the astral plane, seeking out the brainwave patterns matching those of newly awakened mutants. The professor had explained he intended to use the helmet as a way not only to access his memories, but also to provide a control for levels of psychic defenses. While he maintained a basic barrier, he would construct a special panel with a series of switches, each activating newer levels of defense depending on the situation. An impressive idea and allowing for quite the versatile setup.

Ororo, surprisingly, had chosen what looked like a village in open country. When asked she had explained it was the village she had once been worshipped as a goddess in Africa. This place had been where she finally met a kind soul, a woman who took her in and taught her to be responsible with her powers. They shared a few ideas for her memories, having them represented by animals kept there or perhaps plants she would tend to while learning to control her powers. She would come to a better decision once she had better strengthened her foundations.

Ben couldn't help but smile as the white-haired woman stepped back into the meeting room. He had been a bit concerned when the process began, seeing as this would be the first time he was using this kind of spell on a person from this reality, but everything seemed to be working smoothly…right up to the moment Jean sat down in front of him. The spell wouldn't take.

Several times he reached out with the mists to forge the connection, but it was like something was keeping him from completing it. As if it was blocked, or more like there was a part of her mind that her own mind seemed unaware of. Frowning, he told her to keep the concentration, saying the repeated performances were straining his reserves so as to ease any worry she might feel. Once she re-centered herself, Ben began to chant again, but this time the spell was different. Instead of forging an obvious connection, Ben left a mental command for his body to continue the gestures and lights to appear as if maintaining the spell before letting his astral body slip out into the air. A body of cobalt light invisible to the naked eye unless he chose to manifest, it made accessing her only partially trained mind almost too easy.

He was greeted by a sea of green and yellow, hints of red passion flitting about amongst the tides. But the ebb and flow didn't seem…natural. It was so calm, far calmer than a teenager of any sort should have. As regimented as Scott had seemed he still had the tumultuous thoughts of hormonal, red blooded males. Rogue had her own teen angst area in the flow, but Jean…it felt like she was forced to keep a calm mindset. Unseen by either of them, Ben's expression began to cloud, a dark suspicion beginning to niggle at the back of his mind.

These suspicions were all but confirmed when he found it. A patch of the young lady's subconscious area, far on the outskirts. A thick net of white tendrils had been packed together so tightly it was like a heavy mesh. This mass sported tentacles of mental power that hung out like fishing lures in the rest of her mind and as Ben watched they filtered out tumultuous rises and falls, forcing them to shorten and break down before they could truly take hold. If all this wasn't enough to confirm its unnatural origin, he could see some of the mental energy being drained into itself to keep it intact.

But the mesh had developed cracks and tears, as if some great beast were trapped inside and its constant thrashing was beginning to tear into it. He watched the cracks fusing themselves back together, using the siphoned energy to repair the hold but where a crack disappeared a new one wasn't far behind taking its place, a battle of attrition between prisoner and prison.

Fearing what may be beyond, and yet knowing he had to find out, Ben let his astral form drift closer against the tide suddenly trying to keep him away, to turn his attention and convince him nothing was there, until a cobalt hand brushed against the almost volcanic tear.

 **Fire.**

At once, and only for a brief second, Ben saw Fire. Life at its most concentrated form blazing with a passion that could burn the universe if not restrained. A cry, as if a bird of prey were declaring its victory of the hunt from a long distance away, rang out and for a moment he swore he saw the conflagration form a pair of wings as wide as all creation, and then he was in his body, the magic fading from his hands as he stumbled, gasping for air.

"Ben!" Jean's worried voice sounded, and he felt hands gripping his shoulder and back to support him should he fall. On instinct one hand circled her waist, drawing on her to keep himself upright.

"I'm alright," he finally managed to say, his vision beginning to settle. He straightened his back, meeting the concerned eyes of the redhead with what he hoped was a reassuring look in his own. "I'm alright, I think…whew…I think I've just overstrained my mind doing the exercises over and over. Can you give me a few days, recharge get some things in order and we'll come back to it?"

She gave no verbal answer, only an uncertain nod. Ben forced a smile and let go, just now realizing he had been holding her the entire time. It had been…nice…to feel that kind of contact again. He put that out of his mind, instead focusing back on reassuring the young lady. "Honestly, my Spark is adolescent at best when it comes to mana levels. I've more relied on gadgets and my alien forms, so it hasn't had as much work and like a muscle I need to work it to get it stronger. We'll revisit the topic another time alright?" Jean finally nodded, seemingly placated for the time being, and the two stepped out to join the rest.

"Alright, seems I overworked myself a bit. Jean and I will have to try again some other time since it'll take a little bit for me to recharge. Keep your head out of the gutter Logan, don't think we don't see that smirk." The room shared a chuckle at the mildly crass humor, more like implied humor, before moving on. "Now everyone else you have the start, a solid foundation, you have to build on it. I've told you each individually and I'll say it again, spend an hour a day, morning, noon or night doesn't matter but a full, consecutive hour on meditating.

"Your goal for the mediation is to try and locate the area of your mind we have created, enter it, and then begin expanding it. The first few times may be difficult, so I suggest if you have any trouble come either to myself or the telepaths in the room." A quick wave to Xavier and Jean had them both nodding, readily willing to give the aforementioned assistance. "We'll help you get used to accessing it until you can do it by yourself. That may take a couple of days but luckily it doesn't take a lot of mana to do so I can still help whenever you need it. Though I'll probably only be available after your school hours since individual training will be happening in the mornings. Any questions?"

"Yeah," everyone turned to Logan, who smirked. "Are we done? I gotta check the pipes to make sure the girls and the elf haven't clogged our drains with their hair again."

Ben laughed over the indignant squawk of the two younger girls, Ororo having joined in with the soft chuckle of her own and nodded his assent. "Yeah that's all I had for the group. Feel free to go about your daily business just make sure all homework is done, oh and your school work too." A quick word to the computer system had the room returning to its original state. "Oh Charles, you can stay behind a moment? I was hoping to go over some scenarios for a few different lessons."

"Oh course," the wheel-bound telepath waited for the rest to leave, the door closing behind them, before turning to face his newest staff member. "I believe I may know what topic it is you are _actually_ intending to talk about. Will you allow me the chance to explain?"

"Go ahead Mr. Xavier," all pretense of tiredness suddenly faded from Ben's demeanor. He stood straight, arms at his sides and shoulders back. Almost instinctively the Omnitrix unfolded, its complex biometric systems sensing the unease of its bearer and preparing for combat. "Go ahead and tell me why it was a good idea to lock away a chunk of a girl's mind. By the looks of what I saw in there it's been a block existing for _years_."

Charles' blue eyes locked onto Ben's and widened when he noticed they had begun to glow with a faint blue light. It was then he realized just how tense the young man truly was…and how bad things could go if his explanation wasn't good enough to convince him.

 **XXXXX—And Cut—XXXXX**

 **Alright ladies, gents and those who identify as Apache Helicopters we're gonna go ahead and cut it off here. I know cliffhanger but in honesty I kept y'all waiting long enough and I didn't want a bout of writer's block or life deciding to screw with me getting the better of me again to keep me away for like three months.**

 **So you get a little work of human Ben and how he operates. I put this in because I noticed even when he didn't have the Omnitrix available, either because it timed out or was shut down for some reason, Ben is resourceful and capable. In this version he's trained to work without it on these occasions, and I gave him the Proto-Tool because admit it, that thing was pretty cool and most certainly it was handy!**

 **For his uniform, google Tetrax in his original outfit. Take off the shoulder pads with that triangle on them, the helmet and shorten the sleeves and you've got what I was going for if I didn't paint a good enough picture. Oh and put the Plumber sign on his chest over the left pectoral.**

 **That's going to be his main conflict outfit in human form. It's light enough he can move in it, strong enough since it's made with the metal of the Tetramand forging, and space worthy. Everything you need for a galactic policeman.**

 **Also you might notice I've been dropping hints for Rogue and Jean maybe getting with Ben. In honesty this is going to be a multi pairing but I hope I have some good reasoning for it when the subject comes up. Kamen Rider and I discussed a few options, one of which is most certainly set in stone, but we also talked about aliens from DC as well to bring in and flesh out the story so there's potential there as well.**

 **So I'm more seeing how things build and looking at fan reactions to get a sense of what would work for this story.**

 **And now for the announcement I mentioned in the starting AN.**

 **I am going to open a Pat R On account. I ask for anyone interested in my work to simply donate, I am not trying to turn a big profit off of my stories as the source material is not my own. I am simply hoping for donations so I can afford to do something I love doing. Rate for content is only to be set at one dollar.**

 **I am going to either put a brand-new story on the account or move one of my existing ones to it instead. The choice is to those wishing to read.**

 **I am cautious about opening this as a poll on the account, so I leave this open to suggestion via PM and Review.**

 **Here are the options for what would appear on the new account:**

 **Sekirei Crossover with Jojo's Bizarre Adventure –** Under circumstances to be revealed in story, some characters in the Sekirei world will have the power to create a Stand. Sekirei will not have them, this is a purely Ashikabi ability and not all will have them. Minato in this will have an actual spine, Kamen Rider Arashi and I are planning to try a mix of Jotaro and Josuke.

 **Different Devil Fruit Luffy –** Luffy sets out with a different fruit that is going to have a rather interesting effect on the world at large. Smarter Luffy but still craves a good fight and a good meal. No it is not a Logia, in my opinion it will be a lot cooler, especially when I get to have him fighting Enel (hate that guy, hate him with more intensity than the lightning he uses!).

 **Those are the options, either those two or I move an existing one to the account. I am leaving the one-month period so I can gauge reactions and see which one seems the most popular. Granted I'll probably put the other out as soon as I finish an existing one.**

 **And that's all I have for today folks. If you read all the way through the AN and didn't just skim then I thank you for coming. Please let me know what you thought of the new chapter, let's hope the next one doesn't take me so dang long right?**

 **It's been a blast that'll hopefully last, this is Yurei King signing out for now!**


	6. Chapter 6

**Welcome one and all to the next chapter. Sorry it's taken so long but I hope it will have been worth the wait.**

 **Don't have much to say here this time so I'll go ahead and let y'all get on with it.**

 **So without further ado, On with the Chapter!**

 **XXXXX**

As he took a moment to gather his thoughts, Charles couldn't help but wonder if Ben was aware of the presence he could create when the setting required it. Eyes glowing with faint light, blue energy outlining his body, feet shoulder width and fists clenched, all while his expression looked like he had been carved from marble by some master craftsman seeking to embody a cold fury to those looking upon his work. And all of that fury was at the brink of being unleashed upon himself, given the situation it is only understandable that he was beginning to sweat just a little.

"To explain I will need to go back rather far," he began. Ben gave no answer, his silence a clear order to continue. He breathed a slight sigh and leaned back in his chair with fingers interlocked in his lap as he prepared to tell the story. "Eight years ago I was approached for my knowledge in psychology by a Dr. John Grey and his wife, Elaine. Jean, their daughter of only ten at the time, had fallen into a coma after the death of her best friend who had been hit by a car. Other specialists hadn't been able to help, and I was something of a last hope gambit. I agreed to take a look and flew to their home in a place called Annandale-on-Hudson, New York."

"When I arrived, I was amazed to find the lasting psychic echoes of a panicked mind and was even more surprised when I tracked them to the source, the young girl I had come to see. I did not tell her parents of her status as a mutant at the time, knowing it would only add to their anxiety, so I instead began going over the equipment attached to her, going over the scans of her brain waves and such while directing my telepathy to touch her mind. What I found was, disturbing."

"Jean's powers awoke from the trauma of seeing her friend being hit by the car and without direction her telepathic powers instinctively connected her to the nearest mind, that very same friend. She felt her fading and tried to keep her on this plane, try to force her mind not to die. But, while passion and instinct can get one far…the girl was not savable, and her body was dying fast. Worse, it had pulled Jean's consciousness off into the astral plane, so deep into it to the point she could not find her way back. I told her parents I had a possible treatment in mind, but she needed to be transported to my manor here so I can remain close enough to see to her needs. By then they were desperate and readily agreed and I made all the arrangements.

Once we returned to the manor I had her placed in the east wing before going to the device that would help me save her." He paused there, allowing Ben a moment to process the story so far while he prepared for the next step.

"You used Cerebro?" his voice seemed less tense, having realized he was going to actually explain himself. A good step in the right direction.

"Correct. As I briefly explained in our first meeting, Cerebro enhances my telepathic abilities allowing me to reach farther out than I am normally capable of. With its help I was able to find Jean's lost consciousness and, through several sessions, coax her back to her body." Funnily enough, it was one of those sessions that let Charles locate young Scott Summers, but that was not the topic for discussion at the moment. "However, there arose a complication I wasn't prepared for. While Jean was…away…something else had taken residence in her mind. A powerful consciousness I could sense, but the makings of it were far too alien for me to understand and any attempts to force it away were met with failure. I guided some of Jean's energy into helping me form a series of psychic blocks, a cage of sorts, to separate the two and coaxed her consciousness back into her body once I was sure it was locked away."

"Have you checked in on it recently? Do you monitor how it affects her?"

"Of course I have made frequent checks on the blocks during sessions with her, I am no amateur Mr. Tennyson."

"Not the blocks _Professor_ , have you watched how her mind works? Have you made sure your blocks only locked away whatever that presence was, or are you like so many others I have encountered in being so confidant in your abilities you didn't think you could have made a mistake in doing so?"

Charles frowned. "Mr. Tennyson, I have decades of experience in matters of the mind, not to mention training from sources to help hone my skills. Rest assured I knew what I was doing."

"And the fact you are being told something other than your own 'expert' opinion by a person who has _been inside her mind_ is just going to be dismissed I take it?"

"You have admitted yourself that most of your experience is in the utilization of the alien forms in that device—" he pointed to the Omnitrix to emphasize his point "—and you are still self learning in the mystic ways of your ancestry. I have studied the mental field for decades as I have already stated, I suggest you leave the matter of my student's mental wellbeing to me."

Charles was irritated. As he had stated he was a professional in the mental areas of study and had, understandably, built a level of pride in his ability to discern threats in that direction. Not only that, he had been incredibly thorough in his examinations of Jean to ensure her stability as he did not want to harm her, only to protect her from what he perceived as a threat at the time. Now, he was being challenged by a mystic with alien powers who had challenged him already on his methods and had been delving into matters he thought best kept hidden for the time being.

The Brotherhood's existence and the reason behind it were things he did not wished discussed, for exposing his students to their backer at this early of a stage could have catastrophic repercussions if he managed to convince them to his way of thinking. He already knew Logan was more confrontational, the few memories he had gleaned from the wild man's mind were proof of that.

The conversation between his friend and their new colleague were dangerously close to these hidden areas. He had managed to derail it for the time being with that outing, but now things were coming to a head again. So, with pride wounded and the frustration of trying to keep things secret, it is at least somewhat understandable that Charles tried to put things down now. However, the look on Ben's face at this abrupt dismissal made him realize he should have been more patient.

The young man stepped forward, glowing hand raised as if to grab the professor by the face…and alarms began to ring. _**"Intruder Alert,"**_ the speakers came alive with the automated warning. _**"Hostile action at the front gate."**_ Unbidden a projector's panel rose from its panel in the floor and its lens came to life, a hardlight image appearing next to the men.

A man Ben didn't recognize was standing at the gate, hands gripping the bars and ripping them open with relative ease. A wind must have swept through because it blew the long dirty blonde hair out of his face, letting them see the fur covering where his clothes would normally expose skin, the elongated fangs…the god-awful sideburns. "What's with the wolfman?"

"Catman would be a better term," the professor idly corrected. "His name is Sabretooth, or that's the name I've only ever heard referring to him. He is an old adversary of Logan's. It appears he has managed to track Logan down yet again, though I'm not sure how. Computer, engage defense systems." An affirmative beeping replied and through the image he watched as several turrets popped from the ground. He was distracted from watching however when a familiar flash of green washed across the room. A quick glance showed him that Ghostfreak had been brought out to play.

" _I'll go up and lend a hand,"_ the specter's hissing voice declared as he began to fly towards the wall. Charles barely realized the alien's body had turned translucent before it vanished through the wall, letting him realize once again that Ben was quite the versatile character. He shook off sudden thoughts of the events that happened just before this new turn of events, he would deal with Ben's lack of faith in his abilities later. For now he had to make sure this new threat was taken care of.

 **XXXXXX**

Ghostfreak rose from the ground, remaining intangible until he could orient himself. A quick glance showed he had chosen the right direction, as he was currently watching the catman rip a turret from the ground and use it to swat a spinning blade out of the air. _'Really? Flying buzzsaw blades? Save the obstacle course for the students, put the heavy hitting stuff out there for intruders!'_ He put the criticisms away for later, he had plans to upgrade security already with Logan, but they weren't important right now.

Now, he just needed to change into something more…comfortable. He was tense…on edge…nope he wasn't being political about this. Benjamin Kirby Tennyson was pissed and needed to hit something. Good thing a walking punching bag had just volunteered. In a flash of green the ghostly alien was replaced with a towering beast of muscle that was Rath. When one needed to burn off excess anger there was none better than an alien named after the emotion after all. Bengal tiger versus Sabretooth, time for a battle of the predators.

The Appoplexian transformation let loose his battle cry and charged his new target with abandon. The intruder's attention had been grabbed by the flash of light and it was held by the figure it birthed. While the runt was his target, there was no harm in a little extra exercise right? His animal instincts burned at the obvious challenger this chump wanted to play alpha he was gonna reap his punishment. He roared in kind and met the charge, ducking under the vicious haymaker as it whistled over his head and coming up with an uppercut into the big tiger's ribs. But instead of hearing the crunch of bone and feeling the give under his knuckles, all he heard was the thwack of meat being struck…and then he felt the large palm on his head.

"THAT THE BEST YOU GOT LITTLE KITTY CAT!?" he heard a growling voice demand as he was lifted into the air and then reintroduced to it face first. "RATH THOUGHT YOU'D BE A CHALLENGE!" The grip changed from his head, nestled into a nice little crater from the force of impact, and two hands gripped his feet. What followed next was something Victor Creed was planning to firmly deny ever happening. He was used as the improvised mallet in a game of whack-a-mole…without the moles.

 **Wham. Wham. Wham.** Time and again his torso and head were slammed into the ground. Even with his healing factor that was going to hurt. Gritting teeth against the pain as he had learned in his long life, the old fighter lashed out in desperate hope and fortune seemed to smile on him, as claws capable of ripping through steel lashed against the hands gripping his ankles. There was a startled yelp and he was airborne.

With the nimble skills of his feline nature combined with years of experience the old mutant flipped himself upright to grind his heels into the dirt, slowing his momentum until he was crouched, glaring at his enemy. "Logan too scared to fight me like a man?" he growled to this new mutant. "Gotta send a pet out to get the job done?"

The bipedal tiger growled and shook his hands, blood spattering from the open wounds, though his durable body had reduced the potential damage. Where a normal human's hands would be shredded messes after meeting such claws all he had were torn gloves a couple decent scratches.

"LET ME TELL YOU SOMETHING STUPID CATMAN," he bellowed out like some sort of television wrestler. "RATH AIN'T NOBODIES PET, IF YOU TRY TO PUT A COLLAR ON RATH THEN RATH WOULD TEAR THAT COLLAR TO PIECES AND THEN MAKE YOU WEAR IT! NOW GET READY CUZ RATH HAS GOT SOME WRATH TO WORK OFF AND YOU LOOK LIKE YOU CAN TAKE AT LEAST A COUPLE PUNCHES!"

His declaration made he crouched as if to sprint towards the intruder…only for a lance of red energy to shoot in from the side, slamming like a battering ram into Sabretooth's chest and sending him back arse over teakettle yet again. Through the fog of his battle-hungry form Rath looked up as a gust of wind blew past, picking up speed and force until it hit the other wild man while still airborne, extending his flight until he landed just before the front gate.

Rath growled again at his prey getting snatched up by interlopers, but the part of his mind that was more Ben than instinctual quashed down the alpha issues and he rose to full height as Logan ran up to his side. The man had changed clothes, wearing an orange and black number with a hood that covered most of his face complete with a wide set of 'ears.' Orange-gloved hands were clenched into fists with those trademarked claws already sprouting from between his knuckles. Like Rath, the Wolverine had come ready to fight.

"Guess you've met Sabretooth bub," he mused while glaring at said man struggling to his feet. "Funny as it is to watch you tear the fleabag a new one, him and I got a score to settle so I get first dibs on making a new cat rug. Understood?"

Rath wanted to argue, he really did, given that he was here first after all. But the guy had just called dibs and even he wouldn't turn down a rightful claim under the international (and intergalactic) dibs protocol. With that in mind, the Appoplexian reluctantly nodded and let the tension ease from his muscles, letting the man who was slowly becoming his new friend know he would acquiesce to his request.

It was not to be, however, because it seemed Storm had a thing against mano-a-mano situations. The ebony weather goddess was in the sky above them, clad in the cream-colored dress she had been wearing during the mindscape session earlier. The scarf she had used to keep her hair tied back was gone, leaving her white tresses to dance in her conjured wind while the gold bangles at her wrists jingled as she spread her arms. Ben had heard the story of her being worshipped as a goddess for a time in Africa and looking at her now, even through the enhanced hostile mind of Rath, he most certainly could picture it and appreciate the terrifying beauty before him.

"This is _not_ the place for your private war Logan," she declared. "You can settle your score when our students are not endangered by you men and your issues with dominance." She rose both arms to the heavens and they answered her call with a gust of wind more powerful than before, a horizontal stream that barreled into the advancing Creed with the force of a speeding car. The man stumbled back, roaring in outrage and yet another obstacle, and tried to force his way through the barrage. But try as he might to dig his heels into the ground it only gave way, forcing him to slide back without traction.

He tried lowering himself to the ground, digging in with claws as well as feet, but Storm narrowed the air stream in reply. He persisted a moment longer, but then the lightning struck. He jumped back, startled by the sound, heat and brilliance of the sudden bolt…and that was his mistake. In that brief moment of losing grip with the earth Storm redoubled her efforts, sending the man flying yet again and this time he landed outside the estate's grounds. "THIS ISN'T OVER LOGAN!" he roared back to his enemy but still he turned tail and ran into the forest. Rath and Logan were not far behind, slashing through the underbrush in their way with their respective claws as they followed his scent, hoping to put the man down now that they had left the others behind, but all that ended prematurely when they came to a stream. Sabretooth had jumped in, erasing his scent before skulking into the woods. Wolverine gave his own little growl in frustration but let his claws retract knowing the fight would stay over for now. Rath sighed and willed the transformation to end, reverting to his human form once more.

"Get the kids inside," he told the shorter man as they began making their way back to the gates. "I'll fix the gate up for now and we can talk about this newest fiasco we find ourselves in."

Logan nodded and with Ororo's help managed to herd everyone back toward the mansion, where Charles had just wheeled out to observe. The wheel-bound professor and green-eyed intergalactic policeman shared a small moment of eye contact before the latter turned to face the gates. At his will there was yet another flash of light and a new form the kids were unfamiliar with was hovering in their teacher's place.

This new creature had a body resembling an octopus, but his tentacles were wider, sporting rounded ends and missing the suckers that were the norm of a such a creature. Where the fleshy dome of an octopus' body would sit was a transparent dome of some sort of flesh with a brain the size of a full-grown watermelon pulsating. Bolts of light blue glowing energy occasionally danced across this large brain, sparking between the folds in the gray flesh. Finally, a plate seemed to float in this strange bowl structure, glowing green lines standing against its darker surface to show a face starring back at his students.

" _ **I suggest Jean pay attention at least,"**_ the dome of this hovering creature flashed as little sparks accompanied each word, though the face on its plate remained motionless. The redhead looking back to him while the transformed newcomer ignored Charles' suspicious glance. _**"As this form will be the one I use to aid her in using Telekinesis and Telepathy."**_

He turned away from the staring crowd to face the grounds and Charles began to beckon his students into the manor. Ororo remained, Jean staying at her side and only barely acknowledging the brief moment Scott had stopped to check on her. The de-facto leader of the team frowned slightly but moved to follow the rest.

Together the two women watched as Ben's new form lifted two of his large tentacles as if he were a conductor preparing to coax their orchestra into a performance. The faint flashes became brighter within the jellyfish-like dome, spreading to cover the body in a faint aura. Their eyes widened as each piece of wreckage gained a similar, if slightly more faint, aura. These pieces lifted, anything wrecked beyond simple repair piling itself near the garage while the spinning blades and nets were carefully stacked separately for reuse later. The horribly bent gates realigned, looking almost good as new save a few tears in the metal that were placed as close to mended as possible for simple telekinesis.

With their mess taken care of, the alien directed its floating body to hover next to the gate and then was engulfed in that tell-tale green light, Ben once more left in its wake. His now human hands lifted and began to glow in the aura of his magic, a quick muttering in the magical tongue invoking a spell. They watched as the area around each little tear from the warping seemed to turn to liquid, coming together and forming a now unblemished gate. Then, his work finished, he turned to join them. "So what'd you think?"

"A decent level of control," Ororo replied. "What name have you given this form by the way?"

"Honestly I've only used him a few times and I forgot to give him a name," was the sheepish admission. "His race called themselves…well it translates to Lobians in English. They don't exactly _have_ a language since they evolved to communicate telepathically."

"Then how come you could talk in that form?"

"Telekinesis actually," the trio began to move into the institute, planning to meet with the rest and find out what had brought such an unwelcome visitor. "See that race is one of the smartest in my home reality, so when they encountered other sentient lifeforms it was pretty easy to tell not all of them would be comfortable with someone else digging in their brains even just to talk. Even more importantly, there are those immune to such connections. So they created an alternative method for communication outside of their species. Sound is just vibrations in the air picked up the eardrum and translated by the brain.. Lobians use fine telekinetic pulses to create waves in the air around them, replicating voices."

"Impressive, and very polite as well."

"Polite or not it can be pretty handy, I've just not been in the situation to use my Lobian form often enough to give examples of unfortunately. Which is also why I haven't come up with a good name for the form yet." He shrugged helplessly.

"Why not ask the students and staff to help?" Ororo offered, lips quirking into a smile. "I'm sure we could come up with a few options to choose from. Well aside from Logan at least. The man's naming skills seemed to have stunted beyond little nicknames."

"Tell me how you really feel Static," heads turned to find the man himself leaning against a wall just outside the dining room. Still dressed in what Ben was starting to mentally call the Hero Spandex suit the gruff man had pulled his hood back and was watching them. But despite the cheeky comment his expression was serious as the group stepped closer. "Kids are in there getting some food," he jabbed a thumb over his shoulder while commenting at Jean. "Get in there and eat something. Chuck wants the grownups in his office to talk about our cat problem."

Ben hesitated, watching for a moment as Jean stepped into the room with her fellow classmates, a thoughtful frown marring his expression. Then it was gone, and he was turning to watch the little trade of jibes between his fellow teachers, hands in his pockets and walking with a forced calm. _'It's unavoidable,'_ he told himself. _'I need to see what he'll do, and I need to make sure she doesn't explode on us all. I just wish it didn't require me to be so…secretive.'_ Before reaching the office of his employer Ben's eyes flashed, the only sign of a brief spell of warding he used to isolate a certain memory from being discovered. When finally stepping into the room he locked eyes with Charles, subtly letting the older man know with a stern glare that he was _not_ letting things go. The professor's frown deepened but he turned away with a certain finality to address the more pressing issue on everyone else's mind.

"So, what are we going to do about Sabretooth Logan?"

"Can you sense him at all?" the shorter man sat on the couch, elbows resting on knees and staring at his friend.

"He's moved beyond the normal range of my sweeps already, and I've told you before that the more animalistic nature of his mind can make it difficult to keep tabs on him."

"He won't go far, you all know that."

Charles leaned back in his motorized chair. "But he won't attack the mansion again. He's seen firsthand what our automated defense system can do."

"It's _because_ he knows that's got me worried," Logan insisted. "This was the one shot, he got overconfident and relied on the healing factor to bulldoze through what he came up against. I had the chance to take him down _here_ before he got away to put what he knew to use. But now he's been chased off he's going to want to get me alone. And there's one way to do that we are _all_ vulnerable against."

"A hostage?" They turned to Ben who had voiced the guess. "Guys like you're describing don't stoop below using others to get what they want."

"That's precisely what he'd do," Logan agreed. "Which means we need to make a plan to take advantage of that."

They all nodded and began to think, but it was Ben that had the first thought. "He'd aim for the kids seeing them as the easy target…Charles do you have any more of the hologram things you made for Kurt?"

"I have a replacement should anything happen to Kurt's, I take it you plan to turn his intentions against him?"

"He knows what your defenses can do," Ben smirked and lifted hands beginning to glow. "But he has no idea what I can call down on him. But the problem is my studies of illusions haven't gone very far yet. I can cast a glamour to make me look like one of the kids, but I figure having another along could make things easier."

"I'm going," Logan growled immediately and jabbed a finger at Ororo. "You said this school ain't for me to settle scores and I get that. So let me and spaceman here take care of it."

Charles and Ororo both frowned, but after a moment's thought the chair-bound telepath nodded. "I'll concede it's a good idea and I'll agree but on one condition." Blue eyes narrowed and clashed with the wild brighter blue of the wild man. "I know how easy it is for you to get lost in your little war Logan. If Ben thinks you're getting overwhelmed and steps in I need your word that you will _not_ try to force him back. Do I have it?"

The two men glared each other down for a time, a heavy silence between them as wills clashed. Ben was just beginning to consider a spell to test for psychic activity to see if they were continuing the conversation telepathically when Logan sighed and looked away. "I promise to play nice on the team coach," he grumbled, the slight smirk on his lips betraying his inner amusement.

"Thank you Logan, now I think it best you two go prepare. I am going to try searching for our guest to get an idea of his whereabouts."

"Come on Spaceman let's get moving. We need to tell the kids to stay put for now. Creed won't be far, and he'll be watching for people leavin'. Kids will be focused on homework and the like but I wanna make sure they stay put. Plus we'll need the Boy Scout's car."

"Let's stop by my room first," he fell in step with the shorter man. "There are spells for tracking that could augment the search, but I haven't studied them as extensively as my constructs. While we're there we can talk about the security you guys have. Flying sawblades? Really?"

"Hey, nobody expects someone to shoot sawblades at you so they don't prepare for it," Logan defended. "Granted it's only good for first-time intruders."

"And if they can react faster than normal humans like the kitty-cat?"

"Well what'd you have in mind Spaceman?"

"I've had a few thoughts on both the technological and magical sides of the equation. Biometrics built into cameras, intention wards embedded into the walls, basic runes for reinforcing structures and the like. I need to do some searching, find out if there are any ley lines within proper distance to tap into for powering anything that would require more than ambient magic an provide." He frowned as a thought occurred to him. "We also need to have two different sets of security depending on threats and objectives."

"Capture and Kill settings you mean?"

"Exactly, after all a captured person can give quite a bit more information than a dead one. I have no skill in the arts required to speak with the dead –" his face darkened considerably "—nor would I be inclined to find someone who does."

Logan noted the tension and resolved not to touch that subject with a ten-foot poll. "So capture seems the best place to start. What are you thinking?"

"Well on the technological side I think we can replicate an ooze one of my alien forms is capable of using." He paused to open the door to his room, waving his fellow in after him. "When it's still fresh it is _highly_ combustible but when given time to settle is strong enough I once used it to stop a helicopter from crashing with a few strands. There are also certain gasses that can be used, different levels of lethality depending on what we actually want to happen."

Logan nodded. "Those are good ideas."

The book was retrieved, and he began thumbing through it. "Yeah but the only issue is I've never been that good at chemistry so that will be on the backburner for now. Buuuut I do know quite a few mechanical tricks I can implement as long as I have the right equipment." The book snapped closed. "That, however, is for later. I found a proper spell of disguise that should work for both of us. We need to find the kids though, having a visual to compare the images to will let me solve any inconsistencies."

He nodded and the two made for the dining room. They found it empty and decided to try their rooms instead. "I'm guessing Scott was one you want us to imitate. You mentioned using his car."

"He's about your height so it'd fit. Porcupine or Elf are close enough to my height you won't be changing much."

"Good thinking, still you've been training them. Do you think we can trust them to act as real bait, draw him in and let us watch while staying hidden?"

Logan grunted. "I don't want to put them in between Creed n' me," he admitted. "Chuck…look there's something we haven't touched on. I've got anger issues, really bad ones. Usually I can keep the worst of it in control…but people like Creed…it's a lot harder to do that around him."

"Keep them out of the firing line altogether. Alright then—oh Scott. Just the guy we're looking for." They had reached the entrance hall, said red-eyed teen was just coming down the stairs, twirling the keys to the very car they planned to borrow.

"Hey, what's up? You guys need anything from town? I was heading out to rent a movie."

"Not right now you're not," Logan cut him off halfway down. "Until we're sure Sabretooth is no longer around I don't want you kids going anywhere alone. Now where's the rest of the kids?"

"Uh…Jean went out to the garden to meditate and do some homework. Kurt I think was heading to the library looking up something for a history report…but Evan, Kitty and Rogue left a couple minutes ago. Something about practice for tryouts I think." There was a moment's pause as Ben and Logan shared a look of sudden worry. They spun on their heels without a word, the infamous metal claws already popping out on the Wolverine's hands.

"Wait," Scott called after them and made to follow. "I'll come with you."

"No Scott," Ben stopped at the doorway to give a quick order. "Charles should be in his wing with that machine of his. Tell him instead of trying to find Sabretooth he should lock onto Evan and the girls."

The teen frowned, obviously not a fan of being reduced to messenger boy, but after a moment nodded and turned to do as instructed. Ben watched him go a moment longer before turning back to follow Logan. He found the orange-clad Canadian kneeling at the front gate, sniffing the air.

"I can smell Half-Pint's perfume and Porcupine's cologne," he said the moment the young man had joined him. "They left through this gate and went…" he looked to the road where it was joined to the driveway beyond the gate, and after a few more sniffs nodded. "They went north."

"What's in that direction?"

"Not much town-wise. The road bends back bout a mile from here and trails off into dirt road. After that it's mostly forest for a good stretch till you reach the cliffs at the ocean."

"Hmmmm."

"What?"

"Scott said something about them practicing for an audition right?"

"Yeah what about it?"

"Why would they need to go into a _forest_ to practice for a play?"

"I…wait are you thinkin' they're trying to _bait_ him?"

"It's possible, maybe one of them overheard our little chat in the study?"

"Well they got no idea how dangerous Creed is," they began to run, Ben following the man with a nose better than a bloodhound. "The guy is old, and we've fought enough times for me to know there's real training under all that wild. Which means he can take anything they dish out normally and most likely come back ten times harder."

"We'll see about that. For now let's go in quiet, see if we can turn that ambush back on him our way." Suddenly there was a flash of green and a new figure was running on all fours at Logan's side. It resembled a lizard as tall as the average full-grown man, with purple scales marked with splotches of darker purple resembling camouflage in design. From the corner of his eye Logan could see a blue shaped like a triangle with the point toward where a nose would be. "Meet Chamalien," the alien spoke, his voice somewhat growl-like. "He's one of my go-to picks for being sneaky." Instead of forcing Logan to ask why this was it was demonstrated by the alien's seeming to vanish as they ran. His eyes narrowed, but occasionally glancing in that direction as they ran let him catch the movement of a shadow.

"Not bad, shadow bit won't be an issue in the trees as much as out here. Got any tracking abilities?"

"I've got some heat sense like snakes using pit organs, they help but only have a certain range. I'll be following you for now." They moved on in silence from there, soon reaching the trees. A scooter was left at the edge of the forest, a palm against it told the Wolverine it was recently used, and the kids' scents were all over it. They had moved further in, making a very clear trail with what seemed to be Evan in the lead.

"I'll take to the trees," still blended into the surroundings Chamalien crouched at the foot of the nearest tree. "Remember we can't just rush in because Creed pushes all your buttons. Right now we don't even know if he was close enough to even realize there _was_ a trap and he could be following us right now. Play it smart and we all go home." They parted ways after that, one using special claws to climb up into the branches, jumping between them easily while the other moved as fast as was possible while still allowing to keep himself hidden…right up until they heard the familiar roar the same as they had heard only a short time earlier. Stealth was tossed mostly aside for the human of the duo and Ben put more power into his leaps, springing from the thicker trunks to better support the denser body of this form.

Still, it was Wolverine who reached the goal first. The spandex-clad mutant burst had just enough time to see Sabretooth deliver a harsh backhand to Kitty's cheek before he burst from out into the clearing they had been using. "Picking on kid's Creed?" he shouted, the dirty blonde spinning on his heel quick to face the sudden cry just in time to take all three hundred Adamantium-reinforced pounds of angry human missile to the chest. Creed was a strong man, his mutant ability had allowed him to rend metal with ease, but without being able to set himself that much weight hitting him sent them rolling.

But while he had not the chance to prepare, the man was definitely skilled. A fact he showcased by slamming a hand down as they rolled, adding just enough force to the movement that he ended up on top of Logan with his other arm poised to strike. "And why's that runt?" he demanded with a smirk…a smirk that evaporated almost immediately when six bolts of pure agony lanced into his stomach.

Logan hadn't even bothered going for any type of break on the pin Creed had him in. Instead, he'd raised both hands and flexed those very special muscles in his forearms, muscles designed for the sole purpose of unleashing claws of metal-coated bone. "Because…it really, _really_ _ **PISSES ME OFF!"**_ He twisted his wrists and yanked his hands outward, ripping through bone and flesh like they were wet toilet paper and spilling blood all over himself.

The Sabretooth roared in agony, high pain tolerance born through decades of experience with a healing factor not _quite_ allowing him to ignore the pain of getting pretty much eviscerated. As he reared back instinctually Logan drew his claws back in and grabbed at his hated enemy's trench coat, using that grip and the foot he just slammed into his stomach as leverage to heave him up and over, flying several yards to land in a cursing heap.

The bloody cat man struggled into a kneeling position, his flesh already knitting itself back together as the seconds passed. He was _far_ from done and fully intended to keep the battle going. Through the haze of pain and rage Victor Creed never realized there was someone rushing up behind him, nor did he register someone pressing a hand to his neck. But he most certainly felt a completely different type of pain, a draining sensation as if the very strength of his evolved body was being sucked away. The combined pains were enough to overload his mind's capacity to function and he merely locked up, muscles rigid while his mouth opened in a soundless scream, until darkness swallowed his vision and oblivion took him.

From where he had dropped to observe the scuffle, Chamalien watched the large cat-man's body seize up as if hit by an electrical current and then drop to the ground. Behind him stood Rogue, one hand ungloved and still extended from where it had been pressed against his back. Tri-colored eyes watched from behind their camouflage as that hand's nails began to extend and sharpen, fur spreading and muscles growing up her arm. Her other hand burst through the glove it still wore, her biceps and thighs gaining such mass that her sleeves and pants ripped along the expanding muscle. Subconscious growls from the startled girl revealed growing fangs of a predator while her hair grew to such length it reached her waist. With a final sound of ripping fabric the toes of each boot burst open to allow clawed toes room for their growth.

They had seen the man rip metal apart with his bare hands, that combined with no doubt phenomenal balance and reflexes from the cat-like attributes _and_ a healing factor and you got a deadly combination for the girl to use as long as it lasted. However, access to power did not seem to be the girl's top priority.

"Ah hell and I just shaved my legs las' night," there was a layer of primal growl to her voice now, something that sent slight involuntary shivers down Ben's spine as he let the transformation go.

"The finishing touch," Logan stepped up to the unconscious Creed, his own voice tinted with a modicum of respect. "Not a bad move there. So Spaceman was right, you kids planned this didn't you?"

Both girls turned their eyes to Evan, who shifted uncomfortably. "Well most of it yeah, but it didn't go like we expected."

"Then let that be a lesson," one gloved hand jabbed into the skateboarder's sternum, making him stumble back a half-step. "You lot could've gotten yourself killed! You two were laid out, I saw it when little Half-Pint hit the ground right before _I_ hit _him._ "

"He has a point," Ben stepped up to join the group formally. "From what I can tell you had a decent plan, and against someone less capable it would've worked. Creed didn't know what you guys can do and your youth worked against him because he most likely underestimated you. But that lack of information goes both ways, since you didn't know the full scope of his abilities either. If we weren't already looking for you then there's a chance you can all be dead."

"And don't think them puppy-dog eyes are gonna get you outta bein' grounded Half-Pint," Logan barked at Kitty. "All three of ya are in fact." With a grunt he managed to heave the dead weight of Sabretooth over his shoulder. "We'll come up with something you kids gotta do but for now just the basic school and back, no TV and an extra hour training with me every day."

All three shared a look, though the ones directed Evan's way were a bit more on the blame casting side. Said skateboarding teen was the one to gather his courage for the next question. "Um…how long will that be exactly?"

Logan paused, shifting the weight to better keep him from shifting while he walked. The eyes of his mask hid his true eyes, making it hard to tell what he was thinking. After a heavy pause he sighed. "I don't know –" he nodded to Rogue "—till the She-Wolf here can get a haircut at least. I'll come up with a number later so let's just get back to the mansion."

"Too bad you can't let it stay like that without getting questions," Ben quipped as they started walking. "The hair looks good on ya."

"But what about Sabretooth?" Evan jogged to catch up with their teacher. "From what Scott said you two have been duking it out for years. What the heck kinda grudge is that?"

"The kind I don't share with kids under eighteen or with anyone that doesn't need to know. Just know he an' I have got some unsettled business between us. Which we'll be taking care of some other day I guess."

"Then what'll happen to him now?" Rogue growled.

"I'm gonna take him to Chuck, make sure Creed has no idea he was even here, then we can drop him somewhere he can…cool off a little."

Ben frowned from where he was walking behind the group. More evidence that Charles was willing to meddle in the minds of others outside of combat. Still, considering the other's lives were in danger the more that man knew about Logan and where he was staying he managed to shake off the negative thoughts. Yet such talk had left him more than sure of his next move being a good one. With that in mind he waited, following Logan and his fellow young adults back to the mansion, where an unhappy Charles and Ororo met them at the entrance.

The telepath had his own strong words for the students, with Ororo providing her own share of comments. But eventually it was decided on the grounding only lasting until the weekend and they did not ban the girls from trying out for the Dracula play for that weekend. Charles modified the intruder's memory right then and there, informing them that he would be sleeping for a couple a full twenty-four hours and wake up with a headache like the worst of hangovers and thinking he'd been on one hell of a bender.

"I'll take him north, drop him in Greenland," Logan told them on his way to the elevator. "Should take him a while coming back stateside after that."

"Very well," Charles turned back to the others. "I believe you children should get to your rooms. You have homework after all, and I think it best you have a little normalcy after today's…events." They nodded and left, Rogue still grumbling and wondering how long she'd be sporting the newest fashion statement of her fur coat, though noticed she did seem to be running fingers through her hair with a thoughtful look. Ororo excused herself soon afterward, having a desire to talk with her nephew further.

Ben, however, did not leave. Instead he remained firmly in place, locking eyes with the professor who could only sigh. He knew this was coming, just hoped it could have been put off. "Please come to my study and we can discuss the other matter if you'd like Ben."

"No need," he replied, crossing his arms and planting his feet. "What I have to say can be done right here, right now. If you don't tell her by the time they're leaving for that camp you talked about, I will. I don't know about taking those blocks down, but she is old enough now that she deserves to know what is going on in her head and make her own decisions."

"And anything I say will just go unheard about this then?" Charles challenged. "Do you not think a lifetime as a telepath and schooling in the fields of psychology would leave me a bit more knowledgeable when it comes to matters of the mind?"

"Not when you meddle in someone else's mind and choose not to tell them about it," he shot back. "But I'm done arguing about it 'Professor.' I've said my piece, you have your deadline." He turned to walk away, but a few steps later heard the man talk again.

"And if I ask you to leave before then?"

"Then I'll just tell her before I go. And if you think about acting on that little temptation to dig into my mind and erase any knowledge of this conversation or the subject of it…you'll learn _exactly_ how much I've looked into defending myself in that area."

He continued on, leaving Charles to go about his business while he returned to his room. He did not come out again, undisturbed as the others went about their business. He worked at his laptop and studied the grimoire for a those last few hours until night fell, and an hour later when the house had gone silent. It was then, still dressed in clothes for the day, that Ben lay on his bed, and worked a magic he had studied while living with Dr. Strange.

Blue light began to spread over his body, covering him entirely before it began to lift up, forming a complete, ghostly copy of himself. This copy opened its eyes, lifting his hands to examine them. He turned to look at his body, finding it still breathing but unmoving as if locked in some deep sleep. He nodded to himself, and then began to float toward the door.

He passed through the door as if it was just an illusion, appearing on the other side to float in the hallway. There he lifted a hand, dipping his fingers farther into the astral realm's edges to find the echoes of the minds living around him. Like ripples in a pond they spread around, but only _one_ was tinged with hints of red. That was the trail he was looking for, and it was just below him and to the left.

As he moved to follow Ben couldn't help but think about how strange moving in astral form felt. Unlike walking or swimming, it was as if you were projected through thought alone. You think about moving forward and suddenly you were. Think of going up and you fly higher, down and your moving to ground level. You can choose to move through an object, like the floor he was sinking into now, or to not and find yourself coming in contact just like his feet now touching the floor of Jean Gray's room. He moved his legs, a subconscious act made by a someone used to walking their entire life, and his thoughts projected him forward until he stood over the sleeping redhead. Both hands reached out, tapping cobalt fingers against her temple.

" _Let our minds connect,"_ when he spoke it was in the language of the Anodites. In some ways it was similar to Latin yet seemed to have its own special words and phrases. _"Forge the link between us that we might walk together in dreams."_

Again he said the phrase, a mantra created for the effect he wished to work. Sending his power deep into Jean's mind. Working through the dormant conscious mind with ease. His spectral lips muttered the phrase again, and again, his mind focused on the intent behind them as he hovered over the sleeping girl…until he wasn't anymore.

Once again he was floating in the storm of untethered mind that was Jean's mindscape. He waved a hand, creating a platform of cobalt energy with which to stand on, and then he waved it again. Strands of the turmoil around him began to coalesce at his beckoning. Hair formed first, then the face, neck and then shoulders. He made sure to create the clothes to protect modesty, the same shirt and pants she had worn earlier that day in fact. Finally, when he had finished the avatar of his new student he called her mind to it, guiding that seed of thought into the shell and then woke it up.

Her brow furrowed. She shook her head, hair trailing in the air as if it was liquid. Slowly her eyes cracked, then blinked as they focused. Then they snapped open and she looked around, suddenly falling to what seemed like gravity as her 'weight' settled onto the platform. "Mr…uh Ben…where are we?"

"This is your mind Jean," he stood with feet shoulder-width apart, hands clasped behind his back in a parade rest. "The process is a little complicated to explain but I essentially used my astral form to access your mind while you were asleep and then pulled your conscious mind into an avatar here. Your body is still sleeping and come morning you will feel no ill effects of what I've done." She made to speak but he held up a hand to stop her. "I needed the privacy this allows and there is a very, very good reason I've done this if you'll let me explain. We need to talk Jean."

"A-about what?"

"That." He pointed over the redhead's shoulder and she turned, pale green eyes settling on the massive network of mental energy Ben had seen on his first visit here. As she did the girl missed the pulse that reached out from the tip of that pointing finger, washing away the first line of defense Charles had established in the form of a barrier preventing her from even _noticing_ there was something off in her mind.

She blinked, unseen by the elder of the two, and was forced to watch the air before her ripple as if looking at water disturbed by a stone. When the ripples ceased, her expression became one of horror at what was revealed. "What…what the **HELL IS THAT!?** " the whole scape began to tremble. Immediately a dome sprang up around them, a muttered curse from Ben just barely managing to distract her from the dull sensation of being partially cut off from her own mind.

"Jean look at me!" The urgency in his voice pulled her back from mild panic and she locked gazes with him. "I said this is your mind. Emotion and thought are god here, you need to keep focus. It's my fault, I…could have done that better." He squeezed the bridge of his nose between fingers. "I'm sorry, this whole situation has been on my mind since I failed the mindscape session." He took a moment to gather himself and tried to start again.

"Listen Jean, there's a lot you don't know, and we have limited time to discuss it. So please, can you just hear me out for now? I promise to explain everything."

The young telepath sat in silence, eyes darting between his earnest expression and the net above them. Swallowing, she finally nodded. "Alright, tell me."

 **XXXXX—And Cut—XXXXX**

 **And that'll about do it folks. Hope you enjoyed and I hope it keeps you intrigued enough to stick around and see what happens next.**

 **Oh and there is a reason he gave Charles a deadline and then went around it. I plan on revealing that next chapter actually.**

 **As for explanation of how and why behind the whole Jean situation, I hope it does the real version justice. Anyway, I'm fighting through a migraine as I'm typing this so I'm gonna go ahead and say thank you all for coming. It was a pleasure taking this next step on the journey of a Plumber Among Marvels. Hope I don't keep you waiting as long next time.**

 **Oh, and the other site stories are still work in progress. Sorry I wanted to have some stuff done and it's been stuck in transit. I'll have more information on the way soon as I have it.**

 **That's about all I've got. Good luck and good day to you all. This will be Yurei King signing out!**


	7. Chapter 7

**I am so sorry this has taken so long. Loooooot of personal stuff going on, don't want to go into it here just know that it has been…chaotic.**

 **First off, before we get to anything to address I want to first cover something that I forgot to make clear when I was making the ending note for the last chapter. (Migraines are a** _ **bitch!**_ **)**

 **The thing I wish to address is the matter of the limit on telling Jean. The concept was not mine, I've seen it here and there though the most prominent example is Vimesenthusiast in their story** A Third Path to the Future **. I had meant to give them the credit but forgot with everything going on. I am taking a different route with the results but I had wanted to make sure credit was given where it was due so there.**

 **Now, there are going to be moments (not in this chapter but soon) that will probably look like I am bashing the characters Xavier and Erik, maybe some Scott. I will not be bashing but I do intend to expose what I see as problems with the characters, showing them their own flaws. First step to fixing a problem is acknowledging there is one.**

 **That's what I've got here, I hope everyone enjoys. Not a lot of action in this chapter but this was more to build the world around the characters a little bit and set the stage for the coming events. But without further ado…on with the Chapter!**

 **XX—Steps to Change—XX**

"I'm sorry I can't provide more," the woman apologized as she set the tray onto the little table in her living room. She moved deftly, slippers barely making a sound as she moved to sit in her chair and pick up the nice china pot filled with fresh tea. Despite the lack of vision she had long since grown accustomed to she filled the three cups without spilling a drop, handing them to her guests.

The first to take the offered treat was an elderly woman, dressed in simple clothes with a gentle smile as she cradled the item in her hands. "It's quite alright dear," she replied. "You very well know this is not the worst cup of tea I have ever had." She suddenly lifted the beverage slightly, just avoiding the cat's paw that attempted to bat at it. "Ebony!" she chided, sounding like the perfect affronted grandmother in that moment. "This is not a toy."

A chuckle drew the attention to the third person sitting in a comfy armchair. Doctor Paradox sipped his tea with relish, sighing in relief when he finished tasting it. "You have good taste Ms. Adler," he complimented. "And once again thank you for agreeing to meet with me so suddenly."

"Irene please, and considering I have seen you recently in a few of the visions I received it seemed the logical choice," was the curt reply as the woman leaned back in her chair, hand falling onto the cane she always kept close. "Now, could you please explain why you seem to think my warning my friend against her current action is a bad idea?"

"Because several things need to happen and only will happen if Cain Marko is allowed to make his attempt against his brother," was the easy reply. "Although I admit this reality's timestream has grown…erratic as of late."

The elderly woman snorted in an undignified manner. "Erratic is certainly a word for it. My few attempts at scrying have showed nothing but turmoil and chaos!"

"My own visions are growing murky as well," Irene said.

"That will pass," the doctor waved as if batting away a pesky fly. "Unfortunately my friend had caused quite a few ripples on his entry into your reality and it is taking a little while to settle."

"And of course you are here to provide a little…guidance in this time of confusion?" their host questioned, shoulders suddenly tense as she awaited the answer. "I assume a cost will be required."

"Only that you listen to my information before making a decision," Paradox assured them. "All I wish is to help move things toward more advantageous endings for all parties." He paused, a slight smirk coming to his features. "Well, maybe not all considering some of the people coming but I digress."

"And this isn't some ploy to raise Xavier over our employer in the future?"

"Hah, good heavens no!" The women seemed startled by that sharp retort and he began to explain. "Make no mistake, I do believe that Charles Xavier has his heart in the right place, but at the moment he is far too set in his ways to be the leader of mutants some will seek to portray him as." Irene seemed to relax somewhat, apparently feeling more at ease with her decision to follow her enigmatic leader. Paradox saw this and decided to nip that in the bud as well. "The man you have taken to calling Magneto is no better, and worse in many ways currently. His good intentions and paranoia have twisted his purpose and if he is not taken from the path he walks he will spark a genocide more heinous than you could imagine. The world will be shattered and the war he so feverishly believes to be coming will be sparked by his own hands."

"But war is coming!" Irene growled. "I have seen it, no matter how much I try to find a way to stop it war will come."

"Of that it is certain madam," Paradox agreed. "However, I am trying to ensure that you people realize there is something far worse than this little experiment coming to fruition."

"Experiment? What do you mean?"

"That, unfortunately, is an entirely different story that I have not the time to delve into at the moment nor would the cosmos allow it. Plus that would be spoilers and I just cannot abide such things." He sipped at the tea again before fishing into the pocket of his coat, producing a gumball he popped into his mouth. "Ah, so relaxing."

"You are a most confusing man," the robed woman stated, her expression thoughtful if a bit irritated as well.

"And you are not the first to have said as much Ms. Harkness," he replied easily. "Though once again it is a fair critique. Anyhow, while for me time is endless your own is limited so I shall begin by explaining."

He leaned forward to set what was left of his tea back on the table, rested his elbows on his knees and any jovial mood he showed vanished like water on a hot pan. "As both of you know, time is…tumultuous. Each person who develops the ability to gaze into its flows has their own interpretation, a translation their mind fabricates in order to make sense of it all. I myself see lines of equations on a screen, harkening back to my time as a scientist I suppose."

"Each person, every action, every minor detail is its own line of equations on this massive screen. **Person-A** meets **Person-2** and their interaction equals the variable used in the next equation, creating this great web of interconnected movements that would take a certified genius billions of years just to understand a single line." He paused there, eyes staring into the distance as if seeing something they could not perceive, before shaking himself and turning back to the conversation.

"But while most people create their own lines of formula, their exist those who have utterly titanic levels of influence in the greater running equation. People who, for some reason or another, affect courses of history and future. Nikola Tesla, Genghis Khan, Martin Luther King Jr, Marie Curie, these are just a few examples of people who have influenced the great flow in some way that still echoes even now." His expression darkened. "Another example that is relevant to my argument is Adolf Hitler, there are echoes of that man's influence I wish I could wipe off the board but am powerless to do so. And just like how great people inspire the acts of those to come, the actions of a person may taint the future of another if not properly handled."

"There exist several of this variety of people right now, as we sit and talk here the great equation is feeling the effects of their existence. Two of the greatest, and in this case more relevant, are Charles Xavier and Erik Lehnsherr. Both have a vision for how the world should be and a drive to make it a reality. However, both are horribly flawed in their own way. Charles will come to personify the saying of 'the road to hell is paved with good intentions,' and at times will act in ways that will eventually turn even his staunchest of allies against him thinking himself to be taking the moral high ground. Meanwhile, Erik has begun to believe that the ends justify the means. If a person is mundane then they are a threat and must be eliminated. If they are a mutant they must join or be slain as a traitor to their own cause or…convinced to think otherwise."

The doctor sighed, pinching his nose to stave off a headache. "I have wracked my brain seeing the equations meet time and again, chances to create one fluid answer that could have wonderous results for humans and the galaxy at large…only to see each opportunity be lost either by Charles' almost intentional naiveté or Erik's arrogance. So, I decided to introduce a new factor. A factor that, in many of the realities he exists in, he has encouraged the math of peace to such a value it has solved a great many issues just by being himself. That variable is Benjamin Kirby Tennyson, and from what I could see of time's repositioning after his arrival I believe I made the right decision, for him and for the people of your world."

"However, Ben is not without his flaws and one of them is his own stubbornness. A strength at times and the ultimate Achilles Heel in others. There is a delicate issue being fought in the background of that mansion and both men are firmly set in their beliefs…I need events as they are now to go undisturbed because it will strengthen Ben's place in this world a little more while seeking to knock both of them down a few pegs."

He leaned back, allowing his words to sink in. Irene turned her sunglass-hidden eyes to her fellow listener who had mirrored the act. There was a moment of silent thought as they considered the information they'd been given before Irene nodded.

"Very well," the blind seer acquiesced. "I will not warn Raven this time." Her features suddenly hardened. "But know that if she is harmed I will not trust you again, no matter how charismatic or emphatic you can present your cases."

"I assure you she will only receive a few scrapes," the threat seemed to bother the man as much as water bothered a duck. "Well a minor concussion could happen but that depends on how quickly Ben will reach them. After all time has its own twists not even I can predict so I will not give too many promises. Still, she will survive, of that I can assure you."

Her frown deepened, it was obvious she wasn't pleased he was reluctant to better offer some assurance to her beloved's safety. Still, she put it aside and chose to address the other issue she had with their meeting. "None of what you said has explained why you decided to come to me when Agatha had come to visit."

"And would you have felt more secure meeting a stranger at your door without someone you trusted to help should it turn nasty?" he shot back with a smirk. The women chuckled, nodding to him as a little sign he had scored a point before he turned serious again. "But beyond simply ensuring we have a progressive conversation I was hoping to convince you to help Ben with another self-appointed task he will be taking."

The eldest looking of the three old beings arched one steel grey eyebrow before gesturing for him to continue. The conversation would last far into the night and when Dr. Paradox stepped from time into the realms of possibility he would leave behind two baffled women eagerly awaiting events of the near future.

 **XXXXX**

A wall that had seemed completely ordinary suddenly hissed with released air, a tall rectangular piece drawing itself further in before splitting itself vertically in two. From the other side of this wall, and the elevator revealed to be on the other side, stepped Benjamin Tennyson and Evan Daniels. "Your reaction time and aim are pretty good," the taller of the two stated. "Ororo mentioned you played basketball at your last school, that would have built up your hand-eye coordination pretty well and using your spikes since then would have kept that going."

Evan began to walk with a slight strut, obviously proud of himself and his performance, only for Ben's next words to quickly pop the swelled head before it could get too inflated. "However, you seem to be leaning toward a quantity over quality approach we'll need to train you down from. Trust me, I've got a few forms that specialize in projectiles and I was a firm member of the spray-and-pray club until my grandpa took me to task. I'll input a few courses I want you to run through based on what he set up for me, someday you'll be so good you can plug a gun barrel before it can even be fired."

The skateboard enthusiast looked at him skeptically only to get a wide grin from his new teacher. "There's nothing quite like the feeling you get when some government mook stares at an expensive laser gun that just went off with a plugged barrel."

The two shared a chuckle before parting ways, Evan going upstairs to shower and prepare for classes while Ben continued on toward the dining room. Charles was there, reading one of several newspapers spread out before him. Logan was absent, most likely either working on his bike or one of the many outdoor courses designed to train the students. Ororo was off somewhere, most likely tending to the garden she had mentioned on their drive from New York. The telepath and source of the institute's name glanced up, brow furrowing as he locked eyes with his newest tenant. A tense moment that seemed to stretch out between the men before they looked away from each other. Moments later Ben was sitting with coffee in hand and pulling a notepad out from the pouch he now regularly kept strapped to his leg.

He flipped through the first couple of pages before coming to the subject currently on his mind. Sketched onto the lined page was the image of the goggles Scott used when 'in uniform.' Those goggles had bothered Ben the moment he had seen them. They were a glaring weakness, snatch them away and he's a danger to others and a liability once he closes his eyes. For that reason Ben was now creating his own design for a more secure version. As he put pencil to paper he decided to break the silence hanging between them to garner a bit more information.

"I haven't had the chance to ask—" he heard the newspaper ruffle as it was moved so the man could look in his direction "—what is the story of Scott's control problem? The little I've heard makes it seem like he hopes my mindscape technique can help solve it."

For a time, only the sound of his pencil's lead scratching at the paper and Charles' thumbing his papers were the only sounds between them. The professor seemed to be mulling over the question and its answer, measuring whether he should humor the man who had challenged him so firmly against the possible help it would offer the man under his charge. Finally, he set the paper down with a sigh and began to explain the history of how one of his students came to be in his care for the second time in as many days.

"A few years ago Cerebro notified me of a mutant awakening their powers in Nebraska. The signal lead me to an orphanage where I found a boy complaining of headaches, Scott Summers. With some digging and access to his records I was able to discern that his family had been in a plane crash in Alaska some years before. During the event, Scott had suffered a severe blow to the head that had rendered him comatose for several weeks during which surgery was performed. I think the physical trauma at first made it hard to control his power, as accessing and directing it takes some mental effort, but it eventually became psychosomatic in nature after it healed. Scott most likely believes, a hope I share, that your methods may offer the control he so desperately craves."

Ben stopped sketching, thinking over this new bit of information with a frown. "It's possible," he eventually conceded. "But it will take time…and he'll first have to get comfortable with his power which his constant fear of losing control is getting in the way of."

"Not exactly an easy thing to overcome."

"No, but not impossible either." He looked back to the notebook and began drawing again.

"I take it you have an idea as to how to approach the issue?"

"Not really even an idea, it's more like the start of one. If I had a form that was completely unaffected by his powers, do you think it could help?"

Charles' frown deepened as he considered his knowledge of Scott's psyche. "I believe it would be a good step in the right direction," he said. "When would you plan on attempting this?"

"Today after school, I can help review his mindscape maybe help him along a little." The pencil stopped again, only this time it was tossed across the table to slide toward the professor. "In the meantime you think you could get the materials for that?"

The sketch Ben had crafted was that of a helmet, but an unusual one. It seemed to be made of interlocking plates covering the entire head and neck. The face was featureless save for a visor and the plates seemed to be connected at the ears by a pair of hinges allowing them to unfold from a resting position at the base of the skull.

"You drew this just now?" he couldn't believe what he was seeing. There were notes suggesting the ruby quartz used for the eyes, possible triggers built into the ear panel or even a trigger button built into a glove. The kind of metal desired for the plates, each quality in detail planning. He had even included notes detailing a speaker system to project his voice and filters to prevent toxic gasses.

"The drawing is new, but I did the notes last night," he explained, twirling the pencil as he leaned back in the chair. "I was thinking of something so somebody couldn't just rip the visor off and leave him in trouble but then started thinking about combat in general, different kinds of operations and it kinda mutated into what's sitting there."

Charles sighed. "I know combat is going to be a casualty of our goals…but moments like this sure do hammer that fact home. But something is strange, you have written gallium here. Isn't gallium unsuited to the task at hand?"

"That's a different kind of gallium actually, see I've got a form from a race called the Galvan." Ben raised his hand, a small wave of his fingers called up traces of his mana that began to form into the picture of the little frog-like alien he was discussing. "They're about that size but have more brain power than you'd ever believe. They invented a special alloy they named Gallium after their race, sort of a stamp of approval since only the best deserved their races name. Incredibly lightweight to the point they can lift it without assistance, but reflective to most energy attacks and just as durable as the highest quality steels we could create back on my Earth. In that reality there were more robust alloys, but this is some of the most malleable and best for lightweight armor. I know the formula to make it I just need the materials and resources to do so."

"I'll need a list, though perhaps I can call on an old friend to see what he can do to help shore up things more quickly." Ben nodded and held out his hand for the notebook which was tossed back to him. As he turned the page and started on that list Charles decided to address the elephant in the room. "I'm surprised you are willing to keep things going after our last discussion."

"You asked me to help get them ready," was the simple reply. "In return for help on some of my endeavors I agreed to do exactly that. I see it as part of my performing the assigned task to inform you of my opinions on things such as that matter and then accept the consequences. Should you decide after the matter is addressed that our partnership will not continue I can return to Stephen and ask for his assistance instead." He tore the page off and held it out. "Until such time I will continue helping to the best of my ability."

They weren't going to resolve the situation that easily, but they both had experience doing things that made them uncomfortable. With a nod of respect for the attitude at least, Charles took the list and tucked it into the breast pocket of his shirt. Ben returned the nod and looked back to his pad, turning a new page and beginning to sketch again. The silence that hung between the men, though still tense, was not as tense as the one that had been like a heavy cloud earlier and they did not speak again until the students began to come together for breakfast.

Ever the diligent soul, Ororo was the first to enter. The young woman gave her little morning greetings before moving on to the kitchen to begin on breakfast. Ben moved to follow, letting the book lie at his spot. Pretty soon he had a bowl in hand and was mixing a batch of pancake batter while she was retrieving eggs and bacon from the refrigerator and they set about the morning preparations.

 **XXXXX**

Jean Grey had always been an early riser. Most mornings she would wake with the sun, moving from her bed and opening the curtains of her room to enjoy those first warm rays upon her face. It had been revitalizing, like a special form of coffee all to herself. A jolt of energy with which she could fuel the first steps to a new day. This morning, however, Jean was worried about even leaving her bed.

The conversation with Ben last night had shattered the trust she held in a man she had respected for helping to bring her back from that coma. Lying in bed, arms spread and unable to stand even the weight of the blanket covering her, those pale green eyes stared at the ceiling of her room as she thought over what she had learned.

"This is why my spell failed to take hold," he explained while waving a hand at the mass. "I have no idea what it is, other than it most certainly is **not** of our world." He was looking at her, yet Jean had not glanced away from the object of her focus and because of this she was the one to see a pulse of the red light. For just a moment there was a brief sense of emotion…an…indignation? But her new teacher kept talking before she had the chance to give this revelation voice.

"I figured Charles had to know about this, maybe even be responsible for blocking it away, so I put you at ease and confronted him after sending everyone off." His eyes seemed to turn sad at that moment. "He…told me about how you came into your powers." She looked away then, turning to look at the expression of pain he showed which only drove the old pain she felt at the memory even deeper. She was only ten years old when Annie was hit by the car, that young there were things she could only barely remember of that time…but she still remembered the sound of its impact.

This time it was Ben who noticed the surge in the sealed area. His eyes narrowed, watching the flare and then seeing tethers from Charles' barrier. He traced their every move as those pieces wrapped around the flare and pulled it back, but they also grabbed onto some of the mass that was Jean's mind. That had him concerned about what effect it was having on her, something to further investigate it seemed.

"Right, anyway did he explain how bad things could have gone?"

"Oh," Jean shook her head, crimson hair flying in the weird physics of the mind and little trails like slow-dancing flames hovered after the movement. "Yes, he said it almost killed me."

"It did more than that, it left your body vacant. All but empty save for the smallest of tethers that kept it actually _alive_. You were the equivalent of a vegetable Jean…and whatever is behind that—" he gestured toward the block to add weight to his statement "—was in your mind when Charles pulled you back in."

Jean's eyes widened again, and she made to speak, but then something else happened. A keening wail, as if some great bird of prey was crying out a challenge to the universe. Such was the force behind this mental call that both astral visitors clutched their hands over their ears on instinct. A tremor shook the entire mindscape followed by waves of heat that felt like they were under the sun in the middle of the desert.

" _NOT…WHAT"_

The words were not spoken, they were conveyed. The very concept of each word hammered through Ben's protective globe of mana, pierced into the essence of their astral forms and made themselves known. They lingered, like aftershocks from an earthquake, but faded in time. Once the ringing stopped in their ears the two managed to shakily return to their feet and turned to stare at the blockage.

"O—" Ben tried to talk but was forced to pause as yet another tremor ran through his astral body "—okay…that was…that happened." A shaking hand ran through his messy hair as he fought to present some semblance of control.

"Yeah." Jean, it appeared, was not doing much better than the teacher at that point. "So…did you…did you plan on going in there?"

"NO!" The denial was quick, firm…and possibly just a little bit hysterical. The man caught himself, forcing himself to breathe in deeply, held the breath for several seconds, and then let it out. "No," his voice was much calmer now. "Not yet at least. With the amount of time that's gone on since Charles' put these blocks in place, I'm afraid the pressure that has built up behind them would almost certainly wash everything that makes you Jean out of your mind." A new sensation washed over them…approval? Did wha—WHO, he quickly amended in his head lest the thought be heard, whoever was behind the blocks…agree with him?

He shook it off and returned to the matter at hand. "The spell I attempted with you, the one that builds a mindscape, it was made as a way to streamline the process of building a mindscape. It finds the strongest image in the mind and then anchors it in one place, letting you branch out from there. The other process, the one you'll have to do, is going to be more time consuming."

"But it will help me?"

"I'm hoping it will. The only plan I can really come up with that I think could work is reusing an old one I had for myself."

"What do you mean?"

He waved it off. "It's not important right now, the important thing is that we have a week to get things ready and we need to start now."

"Wait, hold on, everything is kinda coming on a little fast. Why a week?"

Ben sighed. "When I confronted the professor about this I tried to convince him to tell you. He thinks you need more time to mature before you're ready to address all this." He raised a hand to stall the tirade he saw about to spill from the young woman. "Let me finish. I think someone who's been a part of this whole mutant debacle since she was _ten_ has got to be a bit more grounded by the time she's…seventeen?" She nodded with a slight frown, age and a lady should never be discussed in the same time, but this was an unusual circumstance. "Yeah, seventeen, has a right to know what's going on in her own head. So I gave him a week to come clean about everything, if he does then we move on from there. If he doesn't, I'll know he isn't going to be listening to anyone else if he thinks he's right. Either way, I'm not going to let some sort of pissing match keep me from helping someone I've agreed to be responsible for. So, if you're willing to let me help you, and help me do this little test on our host, I would like to get started."

A hand was offered, an obvious invitation. A paranoia she had never felt before crept up into Jean's subconscious in that moment. She had trusted Charles Xavier, the man who saved her, unquestioningly and devotedly. She had believed him to be a good chance for the future of mutants and their acceptance. Now, the trust had been completely shattered, the faith she had in the senior telepath now resembling a pane of glass that had been struck with a sledgehammer. ' _But,'_ a little voice whispered from somewhere in her mind, ' _he's not hiding anything. He's putting the entire choice in your hands…what are you going to do?'_

Jean reached out and accepted the invitation.

Now she sat at the edge of her bed, staring at the sun rising out her window with a small frown and that same hand clenched at her side. She had taken a step toward liberating herself, and it was time she kept walking toward that goal. That thoughtful frown was forcefully wiped away, instead becoming a determined line as she got up and began to gather the things necessary to begin the new day. She narrowed her eyes at her reflection in the bathroom's mirror when she stepped inside, Ben had said his protections would keep Charles from seeing the memories regarding the night before, she hoped he was right because they would be tested soon.

 **XXXXX**

Mystique arrived at Bayville High early, having already directed her own personal students to the cafeteria where any early arrivals would wait for the morning classes to begin. In the guise of Raven Darkholme she walked into the little area in front of her office where her secretary was waiting. "Mary," she gave a nod to the human, smiling slightly. "Anything I need to know about this morning?"

"I have the coffee sitting on the pot ready for your Ms. Darkholme," she replied with a light wave to the waiting machine. "There are some forms in your slot for signing, last red tape for the upcoming break and the camp you'll be sending the boarding students to." The dark-haired woman she pretended to be pulled said papers out and began to read through them when the next statement made her stop cold. "And there was a call from a Mr. McCoy, he said he was interested in a teaching position and wanted to know if we had any openings. He left a number to call back."

The dark gray eyes of the principal were wide, staring at the paper Mary was offering as if it were a snake poised to strike. A name that rang from what was, for her, a recent past. She shook herself, schooling her features quickly and took the paper. "We _have_ been looking for a new chemistry teacher," she eventually managed to say. "Doug has been hinting at not wanting to renew his contract after this year. I'll talk to this McCoy, see about looking at his resume and consider our options. Thank you Mary."

She stepped into her office, closing the door behind her and let her breath out in a rush. ' _Why is Hank calling now?'_ she thought, glaring at the number written on the post-it. She needed to address this. Moving to her desk she set the papers aside and opened the top drawer of her desk, emptying its contents. She then reached in, pressing fingers into a special groove she had prepared on her first day in this office. There was a click and the false bottom of the drawer popped up to reveal a small flip phone. Into this phone she entered the number and sent the call. It only had the time to ring once before it was answered.

"Hello Raven," the voice on the other end was the same she remembered from all those years ago. Older now, firmer, more sure of himself than she remembered. Despite herself she couldn't help the smile that just barely curved her lips. "Been a long time."

"Yes it has Hank," she replied, leaning back in her chair. "How've you been?"

"I'm sure you know better than I do," the man replied, the humor obvious in his voice. "I wonder if Erik has gotten tired of bugging my phones yet."

"Now you can't blame him for keeping an eye on people that may act against him," she chided with a lightness she didn't feel. There were very few things the woman had done over the many years of her life that she could claim to feel guilt over, when she remembered the disappointed look on that man's face the last time they had talked was one of those times. "It's out of respect for your past together he hasn't done anything else."

"I'll be sure to pass on my thanks for his respect should we meet again, but while you might know what I have been up to I can not say the same beyond what little Charles told me a few days ago. How have you been?"

"Working toward a better future old friend."

"Ah there's the Raven I remember. Answering a question but giving no information unless it benefits her in some way. But fret not, it is not the duty of one such as I to delve into the secrets of a lady, I do have business to attend to after all and have not the day to while away at your prevarication."

' _And the poet comes out at last,'_ she thought as she began to relax into the conversation. Henry McCoy, poet, chemist, philosopher and one of the few men to ever be acknowledged by Mystique as a purely good man. He was all these things and more, and it seemed the past had not tarnished the soul of that good man.

"Ah yes, I heard you are looking to take up teaching again. What's the matter, all those old busybodies in the science world dragging you down?"

"I'll have you know that I consider myself one of those busybodies, young lady," the false-stern voice of a professor addressing a troublesome student shot back, forcing a chuckle from them both. "But yes, I have reached a point in my research that requires a little help from someone a bit more…knowledgeable in our circumstances."

"You mean a mutant that won't try to throw you on an operating table just to find out all the secrets your superior genes might hold," the bitterness at mundane humans slipped in there, something she almost immediately regretted in the silence that followed. She knew that was secretly one of Hank's darkest fears, to be treated as nothing more than a lab experiment, and she'd just stabbed at it.

"That…has been a consideration."

"Are you planning to move back in with Charles then? I'm sure he's kept that room of yours cleaned just in case you drop by."

"I've already made the arrangements with him, but I suggested I get a job at the local high school. I figured it could help keep a certain few students out of trouble with the staff."

"And not so conveniently keep an eye on myself of course."

"Well the best opportunity is one that has multiple rewards after all."

They shared a chuckle again before getting serious. "You know he won't like this, but while Mystique may not be comfortable with one as capable as you in the midst of my opposition, Principal Darkholme is well aware of how capable of a teacher you, Henry McCoy, are and she could not in good conscience turn down the application to teach at her school. Unfortunately it will take time to arrange as I do have a full staff but our chemistry teacher seems to be retiring after this year. How do you feel about starting the new term with us?"

"I think that would be lovely Ms. Darkholme. I'll begin making the necessary arrangements to resign my post in my current employer and look forward to working with you in the future. Unfortunately, while I would love nothing more than to speak with you on days gone by that will be a time-consuming process and I need to begin if I want to finish the things on my to-do list. It was good speaking to you again Raven."

"The same to you Hank." The moment the call ended the woman was quick to dial one of the only two numbers entered into the phone's memory. It rang three times and she hung up. She dialed it again, this time waiting for two rings before hanging up. Finally, she let it ring five times and it was picked up. "I have a report for Overwatch," she said immediately. "Observation Subject Beast has made contact, is coming to Bayville site." There was no answer and the call was ended.

She didn't wait for the phone to ring, instead turning to the newspaper she had brought in and began to read it. The first page was interesting, it seems that the ever-so-humble Tony Stark had vanished after doing a weapon's demonstration in…Afghanistan? Why would he have gone to Afghanistan when there were several weapons testing areas in the United States? Was he _that_ conceited to believe himself untouchable in the middle of a war zone? She continued reading, finding that a whole unit of soldiers had been killed in the attack, but Stark's body wasn't found. No demands for ransom yet, or so the paper said but whether that was true she had doubts, but there had been an uptick in activity in the local cells. As if preparing for something.

She put it out of her mind, if it was in the paper Erik would already know and would most likely have discarded it. She thought about sending word anyhow. Should Stark be saved he would most likely be incredibly grateful to his saviors, and that would make him willing to offer aid. But, she well knew that as a human Erik wouldn't expose himself unless he was sure the ends would justify such an action and so she disregarded it as fleeting fancy before moving on to her paperwork. Tony Stark was far too bombastic of a personality to work a clandestine method and Erik did not want to pull more attention to himself until he was prepared to strike.

School continued, students moving about on their routes, hours passed, and the lunch bell rang. The principal stepped from her office completely at that point, taking the bag she used to carry the meal she prepared the night before and moving to the cafeteria.

Most teachers and staff could take their meals in their classrooms, but there was always a few on rotation to watch over the students. A bunch of teenagers just beginning to understand things on a social level are sure to cause issues without some oversight after all. As principal she made it a habit to pick a random day of the week and eat lunch in the cafeteria, keeping a known presence among her students while also letting her observe the charges of the Xavier Institute.

They were gathered at the usual table, funny enough at opposite ends of the room with her own children. She watched the glares shot between them with hidden satisfaction, rivalries were an excellent way to produce results. Pietro and Evan, Scott and Lance, her boys pushed themselves to show up their opposites, though Pietro seemed unable to acknowledge anyone as his equal. She forced herself not to scowl at that, Erik was many things but decent in knowing how to raise a child he most certainly wasn't. ' _For someone who knows how to exploit the insecurities of the young he seems to be completely oblivious to his own failings at times,'_ she mused while chewing at her portion. ' _But it is interesting to see that Grey has chosen to eat with her fellow students today. And it seems the quarterback is just_ thrilled _with that choice.'_

Mystique could guess at some of the reasons Jean chose to date such a pompous windbag as Duncan Matthews, but she watched the frustration in the girl occasionally rise at some of the football player's antics. She had a little bet with herself thinking when the girl would finally notice Summers following her around with his tongue out like a little puppy desperate for attention. She was a few centuries old and teenage drama was some of the only entertainment left to her with the current assignment, sue her.

But back to Jean Grey, something was different. The girl had set herself between Pryde and Rogue, staring at her meal as if deep in thought and barely eating at all. ' _Erik said to keep an eye on her, something about being more than she appeared. He never told me the extent but then again he rarely does, information is dangerous if spread after all. But I haven't seen a hint whatsoever of her being anything beyond a decently powerful psychic, concerning by itself if she moves past the light touch Charles insists on but not worth drawing his attention.'_ She put it out of her mind for now, instead she wondered what could cause such a thoughtful look on the girl's face. She would need to question her students if they heard anything from the Xavier kids after school. ' _Like it or not children are the_ worst _at keeping secrets so it's hopeful something will slip through.'_

Lunch finished without an issue and Mystique returned to her office. There was a single incident, apparently Fred had shoved a student and a teacher sent them both to her. A detention for both and a swift look promising extra workouts that evening cowed the hot-headed southern giant and she finished the day with a satisfied smile on her assumed features.

At the home of the Brotherhood, officially a home for troubled teens under a special outreach project started by Principal Darkholme, she began the next stage of her routine. The boys were waiting at the door to the basement, dressed in workout clothes just as she'd taught them. Back in her natural color she gave them a nod and opened the door.

The basement was unassuming, a washer and dryer set, some stacked chairs and a few other miscellaneous items. Overall it appeared typical, right up until the woman placed a finger against one particular brick which flashed. A section of the wall large enough to allow Fred to step through pulled back, sliding to the side to reveal a new staircase which she began to lead them down. Two stories down they went before the steps ended at a doorway leading into a large room the size of the school's gymnasium. Magneto always made sure to provide for his followers, an evening alone he spent using his powers to clear the underground and reinforcing the walls to let it hold the several thousand pounds of earth above. Mystique had fitted the room with several pieces of equipment for exercising muscles, a circle marked on the ground for sparring and a circular track for laps. It may be inferior technology-wise to Charles' Danger Room she'd heard about but considering her boys _still_ managed to fight on par with his students even with the difference she felt it was justified to have a bit of pride in her abilities as a teacher.

"Quicksilver," her voice showed none of that pride, only the cold detachment of a taskmistress. "You and I are sparring. Blob, you and Toad will be hitting the weights. I want you both squatting until I tell you to stop. Lance you've got laps until I get tired of introducing your teammate to the floor and you'll switch off. Understood?" None of them dared to question her, only nodding silently. "Good, then get moving."

She left the boys groaning in pain a couple of hours later, still walking strong and not giving any sign she had just performed such activities, an act that further cemented in the heads of her students that the blue woman was not one to be taken lightly. She called in a delivery for food, one of the nights she would allow them to eat food they didn't have to prepare themselves and went upstairs to her room. There she pulled out the file she had printed for the Vault's layout, she wanted to make sure she had enough intelligence to make the operation run smoothly.

' _Getting through the iris scans and fingerprint readers won't be an issue,'_ she mused while thumbing through the papers. ' _Erik is as thorough as ever, though how he conveniently had the codes to the lower levels and Marko's high security vault I can only speculate on.'_ Maybe he was planning to recruit the…volatile man. Though if he _did_ prove useful in this endeavor it could serve as a kind of audition she supposed. ' _Two birds I guess,'_ she shrugged it off and continued on her planning.

 **XXXXX**

In the realm between times there sits a stone platform. One of the few fixed points around which the multiverse converges in all of creation. This nexus held no name or title, for those who knew of its existence saw no point in such things, but it was known all the same.

Professor Paradox stood upon this nexus, eyes fixed on the dancing galaxies visible from its stone surface. "Success is walking from failure to failure with no loss of enthusiasm," he whispered, the hand not on his cane idly turning a pocket watch over and over.

" **Winston Churchill,"** the air and ground shuddered at the new voice's sounding. It was a mix of what one would consider male and female, a cacophony and yet a harmony unique unto those of its kind. Where once the unassuming man stood alone, their suddenly was another being. Reality itself warped in order to birth this being seemingly from the ether. They stood nine feet tall, genderless and the only features were a pair of bright yellow eyes burning like miniature suns. It's body was humanoid in shape, but utterly black, dotted with white spots all over. It was as if someone had taken a picture of space and wrapped a body in it. " **In every world he exists in, he has spoken good words."**

"He and many others with a better talent for eloquence than I," the professor replied. "I am forced to borrow the phrases spoken to better explain my own thoughts at times."

" **And what failure do you contemplate to make you consider such a line Meddler?"**

"Failing to warn someone of a tragedy, and my efforts to make right that mistake."

" **You meddle as you like, but even you are bound by the rules as are We."** The head of the visitor had not turned or moved at all to indicate where its attention may be, those eyes simply gazing out at the swirling realities around it. " **You lack in power, allowing you to move a bit more than our own bindings, you are blameless."**

"Only to beings who do not understand the truth of guilt or humanity," he retorted, his fingers clutching at the watch with such intensity that the metal creaked. "I could have warned Ben about what was coming, what they were planning. But I gave a token attempt within the bonds of my rules and trusted him to not be so distracted by the matter at hand to realize what I was hinting at. I should have just stated it and said to hell with the consequences, but I didn't. That will forever weigh on my conscience."

" **Is that why you carry that which the Nexus Born forsook in his own penance?"**

Paradox sighed and turned the watch over, his thumb pressing the release to let it pop open. Inside was the face of a watch, but it was transparent. The numbers glowed golden with some odd energy, but his gaze was not locked on the diplay but what lay beyond. A miniscule vial rested within the working gears of the watch. It was filled with some odd liquid, viscous, it was a mix of lightly glowing amber and pitch black. "Reality is harsh old friend," he said. "And while he may seek to atone, the world he will make his home is fraught with peril. The powers of aliens, technology and magic will be a great boon and serve him well…but when creatures that mold reality like a potter does clay on a spinning wheel threaten what he holds dear he will need to level the field. I only wish to ensure the chance to heal is there to help him."

" **Very well."**

Silence hung a moment longer and then Paradox was alone again. He closed the watch and slipped it into his pocket. "Time, friend to no man, waits for no one, so many sayings about it and yet it can never be truly comprehended. I stand and watch its passing, predict outcomes and do my damnedest to make things turn out well. And yet, once again I am reminded of the fact Roman generals were told even on their celebrations of triumph. That I am still only human." He glanced up at the universe one last time, his features showing a hopeful smile as he gazed outward. "The dominoes are being set, the stage pieces are in order. I have done what I can for now, all I can hope is that things work out for the better when the curtains fall." And then he was gone, and the worlds turned on.

 **XXX—And Cut—XXX**

 **Well, what do y'all think?**

 **Not an action heavy traipse into the imagination, but I do hope it proved entertaining all the same.**

 **Any questions, comments or concerns?**

 **To address any questions that may come concerning my handling of Charles, he has his reasons for reluctance to bring the matter to light. I'm not saying they are great reasons, but there are several reasons I plan to have him actually explain in better detail when things come to a head but for now the reasons are between himself, the guy writing him in this story and the guy who is trusted by the guy writing this story to find his mistakes and help focus the insanity that is his writing method (Kamen Rider Arashi you crazy asshole thanks for all the help since I first stepped onto the writing scene! Also, during the conversation between himself and the ladies Paradox was mentioning those of great names with effects on the future, "** And just like how great people inspire the acts of those to come, the actions of a person may taint the future of another if not properly handled" **that is his work in full I just found a good spot for it.)**

 **Oh, and if anyone wants to have a visual example of the helmet design I was hinting at for Scott look up the Lost in Space movie scene where Matt Leblanc's helmet unfolds as he's about to start shooting the spiders.**

 **That's all I've got so far, until next time the universe deigns to let me share the brainchild that is my projects I wish you all good times ahead. Until next we cross paths, this is Yurei King signing out!**


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